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                                                                     Exhibit 4.6

                               SECURITY AGREEMENT

            THIS SECURITY AGREEMENT, dated as of November 2, 2004 (this
"Agreement"), made by ZIX CORPORATION, a Texas corporation (the "Grantor"), to
LAW OFFICES OF BRIAN W PUSCH, as collateral agent (in such capacity, the
"Collateral Agent") on behalf of the Holders (such capitalized term and all
other capitalized terms used in this Agreement having the respective meanings
provided in this Agreement).

                              W I T N E S S E T H:

            WHEREAS, the Grantor and the several Buyers are parties to the
several Purchase Agreements, pursuant to which, among other things, the Buyers
have agreed to purchase $20,000,000 aggregate principal amount of Notes of the
Grantor;

            WHEREAS, in connection with the transactions contemplated by the
Purchase Agreements, the Grantor has agreed to grant to the Collateral Agent a
security interest in certain of its property, assets and rights; and

            WHEREAS, it is a condition precedent to the several obligations of
the Buyers to purchase their respective Notes and Warrants pursuant to the
Purchase Agreements that the Grantor shall have executed and delivered this
Security Agreement to the Collateral Agent for the ratable benefit of the
Holders and deposited $10,000,000.00 with the Collateral Agent as Collateral;

            NOW, THEREFORE, in consideration of the premises and to induce the
Buyers to purchase their respective Notes and Warrants, the Grantor hereby
agrees with the Collateral Agent, for the ratable benefit of the Holders, as
follows:

            1. DEFINITIONS.

            (a) As used in this Agreement, the terms "Agreement", "Grantor" and
"Collateral Agent" shall have the respective meanings assigned to such terms in
the introductory paragraph of and the recitals to this Agreement.

            (b) All the agreements or instruments herein defined shall mean such
agreements or instruments as the same may from time to time be supplemented or
amended or the terms thereof waived or modified to the extent permitted by, and
in accordance with, the terms thereof and of this Agreement.

            (c) Capitalized terms used herein without definition shall have the
respective meanings assigned to such terms in the Notes.

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            (d) The following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

            "Affiliate" means, with respect to any Person, any other Person that
      directly, or indirectly through one or more intermediaries, controls, is
      controlled by or is under common control with the subject Person. For
      purposes of this definition, "control" (including, with correlative
      meaning, the terms "controlled by" and "under common control with"), as
      used with respect to any Person, shall mean the possession, directly or
      indirectly, of the power to direct or cause the direction of the
      management and policies of such Person, whether through the ownership of
      voting securities or by contract or otherwise.

            "Business Day" means any day other than a Saturday, Sunday or a day
      on which commercial banks in The City of New York or Dallas, Texas are
      authorized or required by law or executive order to remain closed.

            "Buyer" means any of the several buyers party to a Purchase
      Agreement.

            "Code" means the Uniform Commercial Code as from time to time in
      effect in the State of Texas.

            "Collateral" means each of the following, whether now existing or
      hereafter arising:

                  (1) the funds deposited with the Collateral Agent pursuant to
            Section 3;

                  (2) the Collateral Account and each and every General
            Intangible relating thereto;

                  (3) all cash, securities and other property at any time held
            in the Collateral Account;

                  (4) all cash, securities, rights and other property at any
            time or from time to time received, receivable or otherwise
            distribute in respect of the cash and other property held in the
            Collateral Account;

                  (5) all cash, securities, rights and other property at any
            time and from time to time received, receivable or otherwise
            distributed in respect of the Collateral;

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                  (6) all insurance policies, surety bonds or indemnities to the
            extent they relate to items (1) through (5) above;

                  (7) all books, ledgers, books of account, records, writings,
            databases, information and other property relating to, used or
            useful in connection with, evidencing, embodying, incorporating, or
            referring to any of the foregoing; and

                  (8) to the extent not otherwise included, all Proceeds,
            products, rents, issues, profits and returns of and from any and all
            of the foregoing.

            "Collateral Account" means the account maintained at Citibank, N.A.
      for the ratable benefit of the Holders which is identified in Section 3
      and entitled "Zix Noteholder Collateral Account" and any successor or
      replacement account.

            "Earnings Release Condition" means that the Grantor shall have had
      consolidated net income in each of two consecutive fiscal quarters, the
      earlier of which shall begin after the Issuance Date, determined from the
      Grantor's consolidated financial statements filed with the SEC, prepared
      in accordance with generally accepted accounting principles applied on a
      basis consistent with those used in the preparation of the Grantor's
      annual financial statements for 2003, but excluding any extraordinary
      item, including, without limitation, any item of extraordinary income or
      gain.

            "Event of Default" means:

                  (1) the failure by the Grantor to perform in any material
            respect any obligation of the Grantor under this Agreement as and
            when required by this Agreement; or

                  (2) any representation or warranty made by the Grantor
            pursuant to this Agreement shall have been untrue in any material
            respect when made or deemed to have been made; or

                  (3) any Event of Default, as that term is defined in any of
            the Notes.

            "General Intangibles" shall have the meaning assigned to such term
      under the Code.

            "Holder" means any Buyer or any holder from time to time of any
      Note.

            "Indemnified Person" shall have the meaning provided in Section
      5(l).

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            "Issuance Date" means the date on which the Notes are initially
      issued.

            "Lien" shall mean any lien, mortgage, security interest, chattel
      mortgage, pledge or other encumbrance (statutory or otherwise) of any kind
      securing satisfaction or performance of an obligation, including any
      agreement to give any of the foregoing, any conditional sales or other
      title retention agreement, any lease in the nature thereof, and the filing
      of or the agreement to give any financing statement under the Code of any
      jurisdiction or similar evidence of any encumbrance, whether within or
      outside the United States.

            "Majority Holders" means at any time such of the holders of the
      Notes who hold Notes which, based on the outstanding principal amounts
      thereof, represent two-thirds of the aggregate outstanding principal
      amount of the Notes at such time.

            "Notes" means the Grantor's Convertible Notes due 2005-2008 issued
      pursuant to the Purchase Agreements.

            "Obligations" means:

                  (1) the full and prompt payment when due of all obligations
            and liabilities to the Holders, whether now existing or hereafter
            arising, under the Transaction Documents and the due performance and
            compliance with the terms of the Transaction Documents;

                  (2) any and all sums advanced by the Collateral Agent or any
            Holder in order to preserve the Collateral or to preserve the
            Security Interest;

                  (3) in the event of any proceeding for the collection or
            enforcement of any obligations or liabilities of the Grantor
            referred to in the immediately preceding clauses (1) and (2) in
            accordance with the terms of the Transaction Documents, the
            reasonable expenses of re-taking, holding, preparing for sale,
            selling or otherwise disposing of or realizing on the Collateral, or
            of any other exercise by the Collateral Agent of its rights
            hereunder, together with reasonable attorneys' fees and court costs;
            and

                  (4) any amounts for which the Collateral Agent or any Holder
            is entitled to indemnification under Section 5(f).

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            "Person" means any natural person, corporation, partnership, limited
      liability company, trust, incorporated organization, unincorporated
      association or similar entity or any government, governmental agency or
      political subdivision.

            "Proceeds" shall have the meaning assigned to such term under the
      Code.

            "Purchase Agreements" means the several Purchase Agreements, dated
      as of November 1, 2004, by and between the Grantor and the respective
      Buyer party thereto pursuant to which the Grantor issued the Notes.

            "Release Certificate" means a certificate, signed by the Grantor's
      Chief Financial Officer, stating

                  (1) that such certificate is being furnished pursuant to
            Section 15(b) of this Agreement;

                  (2) that the signer has reviewed the consolidated quarterly
            financial statements of the Grantor identified in, and copies of
            which are attached to, such, certificate;

                  (3) that the person signing such certificate has reviewed the
            requirements of Section 15(b) of this Agreement; and

                  (4) that the Earnings Release Condition has been satisfied and
            setting forth the amount for each such quarter on which the
            satisfaction of the Earnings Release Condition is based.

            "Security Interest" means the security interest granted in the
      Collateral pursuant to this Agreement.

            "Subsidiary" means any corporation or other entity of which a
      majority of the capital stock or other ownership interests having ordinary
      voting power to elect a majority of the board of directors or other
      Persons performing similar functions are at the time directly or
      indirectly owned by the Grantor.

            "Transaction Documents" means the Notes, the Purchase Agreements,
      the Registration Rights Agreements, this Agreement, the Warrants, the
      Redemption Warrants, the Other Redemption Warrants and the other
      agreements, instruments and documents contemplated hereby and thereby.

            2. GRANT OF SECURITY INTEREST. As collateral security for the prompt
and complete payment and performance of the Obligations and for the other
purposes provided in this Agreement, the Grantor hereby grants to the Collateral

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Agent for the ratable benefit of the Holders a first priority security interest
in all of the Collateral.

            3. DEPOSIT OF COLLATERAL WITH COLLATERAL AGENT; COLLATERAL ACCOUNT.

            (a) On the Issuance Date, the Grantor shall transfer or arrange the
transfer of $10,000,000 of the Grantor's funds to the Collateral Agent as
Collateral hereunder. Such transfer shall be made in immediately available funds
to the following account:

            Citibank, N.A.
            153 East 53rd Street
            New York, New York
            ABA No.:  021000089

            For credit to Account No. 3717 9446
            Brian W. Pusch Attorney Trust Account

            (b) The Collateral Agent shall promptly, but in no event later than
five Business Days, after the Issuance Date establish a separate account at
Citibank, N.A. as the Collateral Account entitled "Zix Noteholder Collateral
Account" and deposit and hold therein all funds transferred by the Grantor to
the Collateral Agent pursuant to Section 3(a) until such funds are disbursed by
the Collateral Agent as provided in this Agreement. The Collateral Account shall
be established for the benefit of the Grantor, but subject at all times to this
Agreement and the Security Interest. The Collateral Account shall be an
interest-bearing account. All interest earned on the Collateral Account shall be
added to, and held in, the Collateral Account and shall be Collateral and held
by the Collateral Agent until released as provided in this Agreement.

            (c) The Collateral Account shall at all times be under the sole
dominion and control of, and shall at all times be segregated from any other
custodial, collateral, or other accounts maintained by, or under the dominion
and control of, the Collateral Agent. It shall be a term and condition of the
Collateral Account that, notwithstanding any term or condition to the contrary
in the Transaction Documents or in any other agreement relating to the
Collateral Account, and except as otherwise provided in Section 15 of this
Agreement, no Collateral (including proceeds thereof) shall be paid or released
from the Collateral Account to or for the account of, or withdrawn by or for the
account of, and no entitlement orders with respect to any of the Collateral
shall be given to the bank at which the Collateral Account is maintained by, the
Grantor or any other Person other than the Collateral Agent as provided herein.

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            (d) Subject to the provisions of this Agreement, the Collateral
Account shall be registered in the name of the Collateral Agent on the books and
records of the bank at which the Collateral Account is maintained, the
Collateral Agent shall be identified on such books and records as the holder of
all financial assets from time to time held in or credited to the Collateral
Account, and the Collateral Agent shall have the sole right to make withdrawals
from the Collateral Account or otherwise exercise any other rights with respect
to any Collateral from time to time credited thereto or on deposit therein.

            (e) The Collateral Account shall be subject to such applicable laws,
and such applicable regulations of any appropriate banking or governmental
authority, as may now or hereafter be in effect, including, without limitation,
any applicable regulations of the Board of Governors of the Federal Reserve
System.

            4. REPRESENTATIONS AND WARRANTIES. The Grantor hereby represents and
warrants that:

            (a) TITLE; NO OTHER LIENS. Except for the Lien granted to the
Collateral Agent for the ratable benefit of the Holders pursuant to this
Agreement, the Grantor owns and has good and marketable title to each item of
the Collateral free and clear of any and all Liens or claims of others. No
security agreement, financing statement or other public notice with respect to
all or any part of the Collateral is on file or of record in any public office,
except such as may have been filed in favor of the Collateral Agent, for the
ratable benefit of the Holders, pursuant to this Agreement.

            (b) PERFECTED FIRST PRIORITY LIENS. The Liens granted pursuant to
this Agreement will constitute upon the completion of all the filings or notices
listed in SCHEDULE I hereto, perfected Liens on all Collateral in favor of the
Collateral Agent for the benefit of the Holders, which are prior to all other
Liens on such Collateral and which are enforceable as such against all Persons.

            (c) CHIEF EXECUTIVE OFFICE. The Grantor's chief executive office and
chief place of business is located at 2711 N. Haskell Avenue, Suite 2300, LB 36,
Dallas, Texas 75204.

            (d) POWER AND AUTHORITY. The Grantor has full power, authority and
legal right to grant the Collateral Agent the Lien on the Collateral pursuant to
this Agreement.

            (e) APPROVALS, FILINGS, ETC. No authorization, approval or consent
of, or filing, registration, recording or other action with, any United States
or foreign court, governmental body, regulatory agency, self-regulatory
organization, or stock exchange or market, the stockholders of the Grantor or
any

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other Person, is required to be obtained or made by the Grantor or any
Subsidiary (x) for the grant by the Grantor of the Security Interest in the
Collateral pursuant to this Agreement, (y) to perfect the Security Interest
purported to be created by this Agreement, or (z) for the exercise of the
Collateral Agent's rights and remedies provided herein or at law, in each case
except as has been obtained or made.

            5. COVENANTS. The Grantor covenants and agrees with the Collateral
Agent that from and after the date of this Agreement until the payment or
performance in full by the Grantor of all of the Obligations:

            (a) LIMITATION ON LIENS ON COLLATERAL. The Grantor (x) will not
create, incur or permit to exist, will defend the Collateral against, and will
take such other action as is necessary to remove, any Lien or claim on or to the
Collateral, other than the Security Interest created hereby, and (y) will defend
the right, title and interest of the Collateral Agent in and to any of the
Collateral against the claims and demands of all Persons.

            (b) LIMITATIONS ON DISPOSITIONS OF COLLATERAL. The Grantor will not
sell, transfer, lease, assign, grant any participation or interest in, or
otherwise dispose of, any of the Collateral to any Person, including, without
limitation, any Subsidiary or Affiliate of the Grantor, or attempt, offer or
contract to do so.

            (c) NOTICES. The Grantor will advise the Collateral Agent within two
Business Days of the occurrence thereof, in reasonable detail, at its address in
accordance with Section 16, (i) of any Lien (other than Liens permitted
hereunder) on, or claim asserted against, any of the Collateral, (ii) of any
Event of Default or any event which, with notice or the lapse of time, or both,
would become an Event of Default and (iii) of the occurrence of any other event
which could reasonably be expected to have a material adverse effect on the
Collateral, the Security Interest or the rights of the Collateral Agent
hereunder.

            (d) CHANGES IN LOCATIONS, NAME, ETC. The Grantor will not

            (1) change the location of its chief executive office/chief place of
      business from that specified in Section 4(c), or

            (2) change its name, identity or corporate structure to such an
      extent that any financing statement filed in connection with this
      Agreement and naming the Collateral Agent as secured party would become
      misleading or invalid,

unless in any such case it shall have given the Collateral Agent at least 30
days prior written notice thereof and, prior to such action or event, shall have
taken

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appropriate action satisfactory to the Collateral Agent to preserve and protect
the Collateral Agent's security interest under this Agreement.

            (e) SUBSIDIARIES. This Agreement is entered into on behalf of and
for the benefit of the Grantor. The Subsidiaries and the Affiliates of the
Grantor have no ownership or other rights in the Collateral. The Grantor will
not permit any Subsidiary or any Affiliate of the Grantor to have any ownership
or other rights in or to exercise any control over the Collateral.

            (f) INDEMNIFICATION. The Grantor agrees to indemnify and hold
harmless the Collateral Agent and each Holder and their respective officers,
directors, Affiliates, agents, members, shareholders and investment advisors
(each, an "Indemnified Person") from and against any and all claims, demands,
losses, judgments and liabilities (including liabilities for penalties) of
whatsoever kind or nature, and to reimburse the Collateral Agent and each Holder
for all costs and expenses, including reasonable attorneys' fees and expenses,
arising out of or resulting from this Agreement, including any breach hereof or
Event of Default hereunder, or the exercise by the Collateral Agent or any
Holder, as the case may be, of any right or remedy granted to it hereunder or
under the other Transaction Documents under applicable law; provided, however,
that the Grantor shall not be required to indemnify a particular Indemnified
Person to the extent any claim, demand, loss, judgment, liability, cost or
expense is determined by final judgment (not subject to further appeal) of a
court of competent jurisdiction to have arisen primarily from the gross
negligence or willful misconduct of such Indemnified Person. In no event shall
any Indemnified Person other than the Collateral Agent have any liability or
obligation to the Grantor under this Agreement or applicable law (liability
under which the Grantor hereby waives) for any matter or thing in connection
with this Agreement, and in no event shall the Collateral Agent be liable, in
the absence of a determination of gross negligence or willful misconduct on its
part by final judgment (not subject to further appeal) of a court of competent
jurisdiction, for any matter or thing in connection with this Agreement other
than to account for moneys actually received by it in accordance with the terms
hereof. If and to the extent that the obligations of the Grantor under this
Section 5(f) are unenforceable for any reason, the Grantor hereby agrees to make
the maximum contribution to the payment and satisfaction of such obligations
which is permissible under applicable law.

            6. COLLATERAL AGENT'S POWERS.

            (a) POWERS. The Grantor hereby irrevocably constitutes and appoints
the Collateral Agent and any officer or agent thereof or investment advisor
thereto, with full power of substitution, as its true and lawful
attorney-in-fact with full irrevocable power and authority in the place and
stead of the Grantor and in the name of the Grantor or in its own name, from
time to time in the Collateral Agent's discretion, during any period in which an
Event of Default is continuing, for

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the purpose of carrying out the terms of this Agreement, to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Agreement, and,
without limiting the generality of the foregoing, the Grantor hereby gives the
Collateral Agent and each such officer, agent and investment advisor the power
and right, on behalf of the Grantor, without notice to or assent by the Grantor,
except any notice required by law, to do the following:

            (i) to take possession of and endorse and collect any checks,
      drafts, notes, acceptances or other instruments for the payment of moneys
      due under or with respect to any Collateral and to file any claim or to
      take any other action or proceeding in any court of law or equity or
      otherwise deemed appropriate by the Collateral Agent for the purpose of
      collecting any and all such moneys due under or with respect to any such
      Collateral whenever payable, in each case in the name of the Grantor or
      its own name, or otherwise;

            (ii) to pay or discharge taxes and liens levied or placed on or
      threatened against the Collateral and to pay all or any part of the
      premiums therefor and the costs thereof; and

            (iii) (A) to direct any party liable for any payment under any of
      the Collateral to make payment of any and all moneys due or to become due
      thereunder directly to the Collateral Agent or as the Collateral Agent
      shall direct; (B) to ask or demand for, collect, receive payment of and
      receipt for, any and all moneys, claims and other amounts due or to become
      due at any time in respect of or arising out of any Collateral; (C) to
      sign and endorse any invoices, freight or express bills, bills of lading,
      storage or warehouse receipts, drafts against debtors, assignments,
      verifications, notices and other documents in connection with any of the
      Collateral; (D) to commence and prosecute any suits, actions or
      proceedings at law or in equity in any court of competent jurisdiction to
      collect the Collateral or any thereof and to enforce any other right in
      respect of any Collateral; (E) to defend any suit, action or proceeding
      brought against the Grantor with respect to any Collateral; (F) to settle,
      compromise or adjust any suit, action or proceeding described in clause
      (E) above and, in connection therewith, to give such discharges or
      releases as the Collateral Agent may deem appropriate; and (G) generally,
      to sell, transfer, pledge and make any agreement with respect to or
      otherwise deal with any of the Collateral as fully and completely as
      though the Collateral Agent were the absolute owner thereof for all
      purposes, and to do, at the Collateral Agent's option and the Grantor's
      expense, at any time, or from time to time, all acts and things which the
      Collateral Agent deems necessary to protect, preserve or realize upon the
      Collateral and the Collateral Agent's Liens thereon and to effect the
      intent of this Agreement, all as fully and effectively as the Grantor
      might do.

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The Grantor hereby ratifies all that said attorneys shall lawfully do or cause
to be done by virtue hereof. This power of attorney is a power coupled with an
interest and shall be irrevocable until the Grantor shall have paid and
performed in full all of the Obligations.

            (b) OTHER POWERS. The Grantor also authorizes the Collateral Agent,
from time to time during any period in which an Event of Default is continuing,
to execute, in connection with the sale provided for herein, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
Collateral.

            (c) NO DUTY ON COLLATERAL AGENT'S PART. The powers conferred on the
Collateral Agent hereunder are solely to protect the Collateral Agent's
interests in the Collateral for the pro rata benefit of the Holders and shall
not impose any duty upon the Collateral Agent to exercise any such powers. The
Collateral Agent shall be accountable only for amounts that it actually receives
as a result of the exercise of such powers, and neither it nor any of its
officers, directors, employees or agents shall be responsible to the Grantor for
any act or failure to act hereunder, except for their own gross negligence or
willful misconduct.

            7. PERFORMANCE BY COLLATERAL AGENT OF GRANTOR'S OBLIGATIONS. If the
Grantor fails to perform or comply with any of its agreements contained herein
and the Collateral Agent, as provided for by the terms of this Agreement and
following reasonable notice to the Grantor, may itself perform or comply, or
otherwise cause performance or compliance, with such agreement, and the expenses
of the Collateral Agent incurred in connection with such performance or
compliance shall be payable by the Grantor to the Collateral Agent on demand and
shall constitute Obligations secured hereby.

            8. REMEDIES IN GENERAL. If an Event of Default has occurred and is
continuing, the Collateral Agent may exercise, in addition to all other rights
and remedies granted to it in this Agreement and in any other instrument or
agreement securing, evidencing or relating to the Obligations, all rights and
remedies of a secured party under the Code. Without limiting the generality of
the foregoing, if an Event of Default has occurred and is continuing, the
Collateral Agent, without demand of performance or other demand, presentment,
protest, advertisement or notice of any kind (except any notice required by law
referred to below or expressly provided for) to or upon the Grantor or any other
Person (all and each of which demands, defenses, advertisements and notices are,
to the extent permitted by applicable law, hereby waived), may in such
circumstances forthwith collect, receive, appropriate and realize upon the
Collateral, or any part thereof, and/or may forthwith sell, license, assign,
give option or options to purchase, or otherwise dispose of and deliver the
Collateral (other than funds held in the Collateral Account) or any part thereof
(or contract to do any of the foregoing), at public or

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private sale or sales, at any exchange, broker's board or office of the
Collateral Agent or elsewhere upon such terms and conditions as it may deem
advisable and at such prices as it may deem best, for cash or on credit or for
future delivery without assumption of any credit risk. The Collateral Agent
shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or
any part of the Collateral so sold, free of any right or equity of redemption in
the Grantor, which right or equity is hereby waived, to the extent permitted by
applicable law, or released.

            The Grantor further agrees that, if an Event of Default has occurred
and is continuing, at the Collateral Agent's request, to assemble the Collateral
(other than funds held in the Collateral Account) and make it available to the
Collateral Agent at places which the Collateral Agent shall reasonably select,
whether at the Grantor's premises or elsewhere. The Collateral Agent shall apply
the net proceeds of any such collection, recovery, receipt, appropriation,
realization or sale, after deducting all reasonable costs and expenses of every
kind incurred therein or incidental to the care or safekeeping of any of the
Collateral or in any way relating to the Collateral or the rights of the
Collateral Agent hereunder, including, without limitation, reasonable attorneys'
fees and disbursements, to the payment in whole or in part of the Obligations,
in such order as the Collateral Agent may elect, and only after such application
and after the payment by the Collateral Agent of any other amount required by
any provision of law, need the Collateral Agent account for the surplus, if any,
to the Grantor. To the extent permitted by applicable law, the Grantor waives
all claims, damages and demands it may acquire against the Collateral Agent
arising out of the exercise by it of any rights hereunder, provided, that
nothing contained in this Section 8 shall relieve the Collateral Agent from
liability arising solely from its gross negligence or willful misconduct. If any
notice of a proposed sale or other disposition of Collateral shall be required
by law, such notice shall be deemed reasonable and proper if given at least ten
days before such sale or other disposition. The Grantor shall remain liable for
any deficiency if the proceeds of any sale or other disposition of the
Collateral are insufficient to pay the Obligations and the fees and
disbursements of any attorneys employed by the Collateral Agent to collect such
deficiency.

            9. LIMITATION ON DUTIES REGARDING PRESERVATION OF COLLATERAL. The
Collateral Agent's sole duty with respect to the custody, safekeeping and
physical preservation of the Collateral in its possession, under the Code or
otherwise, shall be to deal with it in the same manner as the Collateral Agent
deals with similar property for its own account. Neither the Collateral Agent
nor any of its directors, officers, employees or agents shall be liable for
failure to demand, collect or realize upon all or any part of the Collateral or
for any delay in doing so or shall be under any obligation to sell or otherwise
dispose of any Collateral upon the request of the Grantor or otherwise.

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            10. POWERS COUPLED WITH AN INTEREST. All authorizations and agencies
herein contained with respect to the Collateral are irrevocable and powers
coupled with an interest until the Grantor has paid and performed in full all of
its obligations under the Transaction Documents.

            11. SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            12. PARAGRAPH HEADINGS, CAPTIONS, ETC. The paragraph headings, the
captions and the footers used in this Agreement are for convenience of reference
only and are not to affect the construction hereof or be taken into
consideration in the interpretation hereof.

            13. NO WAIVER; CUMULATIVE REMEDIES. The Collateral Agent shall not
by any act, delay, indulgence, omission or otherwise be deemed to have waived
any right or remedy hereunder or to have acquiesced in any Event of Default or
in any breach of any of the terms and conditions hereof. No failure to exercise,
nor any delay in exercising, on the part of the Collateral Agent, any right,
power or privilege hereunder shall operate as a waiver thereof. No single or
partial exercise of any right, power or privilege hereunder shall preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege. A waiver by the Collateral Agent of any right or remedy hereunder on
any one occasion shall not be construed as a bar to any right or remedy which
the Collateral Agent would otherwise have on any future occasion. The rights and
remedies herein and in the Notes and the other Transaction Documents are
cumulative, may be exercised singly or concurrently and are not exclusive of any
rights or remedies provided by law or in equity or by statute.

            14. WAIVERS AND AMENDMENTS; SUCCESSORS AND ASSIGNS. None of the
terms or provisions of this Agreement may be waived, amended, supplemented or
otherwise modified except by a written instrument executed by the party to be
charged with enforcement; provided, however, that any provision of this
Agreement may be waived, amended, supplemented or otherwise modified by the
Collateral Agent only with the prior written approval of the Majority Holders.
This Agreement shall be binding upon the successors and permitted assigns of the
Grantor and shall inure to the benefit of the Collateral Agent and its
successors and assigns. The Grantor may not assign its rights or obligations
under this Agreement without the prior written consent of the Collateral Agent,
which the Collateral Agent may withhold in the sole discretion of the Majority
Holders. The requirements for resignation, and appointment of a successor to,
the Collateral Agent are established by SCHEDULE II hereto and not by this
Agreement.

                                      -13-
<PAGE>

            15. TERMINATION OF SECURITY INTEREST; RELEASE OF COLLATERAL.

            (a) Upon the payment in full of all principal of and premium, if
any, and interest on the Notes and the payment in full of all other amounts for
Obligations that are due and payable at such time, and if no claims for payment
by the Company of any Obligations are at the time pending, the Security Interest
shall terminate and all rights to the Collateral shall revert to the Grantor.

            (b) The Security Interest shall terminate and the Collateral Agent
shall release funds from the Collateral Account upon the request of the Grantor
if all the following conditions precedent are satisfied:

            (1) no Event of Default and no event, which, with notice or passage
      of time, or both, would become an Event of Default has occurred and is
      continuing;

            (2) no Repurchase Event has occurred with respect to which any
      Holder has the right to exercise repurchase rights pursuant to Section 5
      of its Note or with respect to which any Holder has exercised such
      repurchase rights and the Repurchase Price has not been paid to such
      Holder or deposited in accordance with Section 7(k) of such Holder's Note
      and no event which, with notice or passage of time, or both, would become
      a Repurchase Event has occurred and is continuing;

            (3) the Registration Statement shall be effective and available for
      use by the Holders for the resale of the shares of Common Stock issued and
      issuable upon conversion of the Notes and issued or issuable upon exercise
      of the Warrants, the Redemption Warrants and the Other Redemption
      Warrants, as the case may be, and is reasonably expected to remain
      effective and available for such use for at least 30 days thereafter, and
      the Grantor shall be in compliance in all material respects with its
      obligations under the Registration Rights Agreements;

            (4) all amounts due and payable by the Grantor pursuant to Section
      17 have been paid;

            (5) No Maximum Share Amount Deficiency Exists under any Purchase
      Agreement;

            (6) the Earnings Release Condition shall have been satisfied and the
      Holders and the Grantor shall have given the Collateral Agent and the
      Holders the Release Certificate relating thereto; and

                                      -14-
<PAGE>

            (7) during the ten Business Days after the Grantor shall have given
      the Release Certificate to the Collateral Agent and the Holders, no Holder
      shall have notified the Collateral Agent that it objects to such release
      based on a failure to comply with this Section 15(b), which notice shall
      set forth a brief statement of the basis for such objection.

            (c) In case at any time the amount in the Collateral Account that
has not previously been released pursuant to this Section 15 shall exceed 50
percent of the aggregate outstanding principal amount of the Notes at such time,
the Grantor shall be entitled to request release of funds held in the Collateral
Account if all of the following conditions precedent are satisfied:

            (1) no Event of Default and no event, which, with notice or passage
      of time, or both, would become an Event of Default has occurred and is
      continuing;

            (2) no Repurchase Event has occurred with respect to which any
      Holder has the right to exercise repurchase rights pursuant to Section 5
      of its Note or with respect to which any Holder has exercised such
      repurchase rights and the Repurchase Price has not been paid to such
      Holder or deposited in accordance with Section 7(k) of such Holder's Note
      and no event which, with notice or passage of time, or both, would become
      a Repurchase Event has occurred and is continuing;

            (3) the Registration Statement shall be effective and available for
      use by the Holders for the resale of the shares of Common Stock issued and
      issuable upon conversion of the Notes and issued or issuable upon exercise
      of the Warrants, the Redemption Warrants and the Other Redemption
      Warrants, as the case may be, and is reasonably expected to remain
      effective and available for such use for at least 30 days thereafter, and
      the Grantor shall be in compliance in all material respects with its
      obligations under the Registration Rights Agreements;

            (4) all amounts due and payable by the Grantor pursuant to Section
      17 have been paid;

            (5) the Grantor shall have furnished a request to the Collateral
      Agent, with copies to each Holder, stating:

            (A) the aggregate outstanding principal amount of the Notes;

            (B) the amount by which the funds held in the Collateral Account
      exceed 50 percent of the aggregate outstanding principal amount of the
      Notes;

                                      -15-
<PAGE>

            (C) that the Grantor is requesting release of the amount stated in
      such request pursuant to the immediately preceding clause (B); and

            (D) that all of the requirements of this Section 15(c) for release
      of such Collateral, other than the requirements of Section 15(c)(7), have
      been satisfied;

            (6) no Maximum Share Amount Deficiency exists under any Purchase
      Agreement; and

            (7) during the ten Business Days after the Grantor shall have given
      the request specified in the immediately preceding clause (5) of this
      Section 15(c) to the Holder and the Collateral Agent, no Holder shall have
      notified the Collateral Agent that it objects to such release based on a
      failure to comply with this Section 15(c), which notice shall set forth a
      brief statement of the basis for such objection.

            (d) If an Event of Default shall have occurred and be continuing,
the Collateral Agent shall disburse the funds held by it pursuant to this
Agreement as follows:

            (i) First, to pay any amounts payable to the Collateral Agent
      pursuant to Section 17 that have not been paid by the Grantor;

            (ii) Second, to pay each Holder on a pro rata basis the amount of
      all accrued and unpaid interest (and interest, if any, thereon at the
      Default Rate) then due each Holder in accordance with the terms of their
      respective Notes through the most recent Interest Payment Date;

            (iii) Third, to pay each Holder on a pro rata basis the amount, if
      any, of unpaid principal then due on the Installment Maturity Date or
      Final Maturity Date, as the case may be, of any installment of principal
      of such Holder's Notes;

            (iv) Fourth, to pay each Holder, on a pro rata basis, the amount
      then due upon acceleration, if any, pursuant to Section 4 of such Holder's
      Note(s); and then

            (v) Fifth, to pay each Holder who has exercised its repurchase
      rights under Section 5 of the Notes, on a pro rata basis, all of the
      applicable unpaid Repurchase Price for each of the Notes or portions
      thereof required to be repurchased; and then

                                      -16-
<PAGE>

            (vi) Sixth, to pay each Holder any other amount due and payable to
      such Holder under the Transaction Documents; and then

            (vii) Seventh, the remaining amount, if any, to the Grantor.

provided, however, that if the amount of funds held by the Collateral Agent is
insufficient to pay all amounts due to the Holders pursuant to clauses (ii) and
(iv) above, then the amount paid to the Holders pursuant to this Section 15(d)
shall be prorated among the Holders in proportion to the respective amounts due
each Holder pursuant to the particular such clause or clauses for which such
funds are insufficient.

            (e) At any time and from time to time prior to termination of the
Security Interest pursuant to Section 15(a) or 15(b) or release of all
Collateral pursuant to Section 15(c), the Collateral Agent shall release any of
the Collateral only with the prior written consent of the Majority Holders.

            (f) Upon any such termination of the Security Interest or release of
all the Collateral, the Collateral Agent will, at the expense of the Grantor,
execute and deliver to the Grantor such documents and take such other actions as
the Grantor shall reasonably request to evidence the termination of the Security
Interest and deliver to the Grantor all Collateral so released then in its
possession.

            16. NOTICES. Any notices required or permitted to be given under the
terms of this Agreement shall be in writing and shall be sent by mail, personal
delivery, telephone line facsimile transmission or courier and shall be
effective five days after being placed in the mail, if mailed, or upon receipt,
if delivered personally, by telephone line facsimile transmission or by courier,
in each case addressed to a party at such party's address (or telephone line
facsimile transmission number) shown below or such other address (or telephone
line facsimile transmission number) as a party shall have provided by notice to
the other party in accordance with this provision. In the case of any notice to
the Grantor, such notice shall be addressed to the Grantor at 2711 N. Haskell
Avenue, Suite 2300, LB 36, Dallas, Texas 75204, Attention: Chief Financial
Officer (telephone line facsimile transmission number (214) 515-7385), and in
the case of any notice to the Collateral Agent, such notice shall be addressed
to the Collateral Agent at Law Offices of Brian W Pusch, as Collateral Agent,
Penthouse Suite, 29 West 57th Street, New York, New York (telephone line
facsimile number (212) 980-7055).

            17. FEES AND EXPENSES. The Grantor agrees to pay the fees of the
Collateral Agent in performing its services under this Agreement ($10,000 per
year, payable annually in advance, in the case of the initial Collateral Agent)
and all expenses (including but not limited to reasonable attorneys' fees and
costs for legal services, costs of insurance and payments of taxes or other
charges) of, or incidental

                                      -17-
<PAGE>

to, the custody, care, sale or realization on any of the Collateral or in any
way relating to the performance of the obligations or the enforcement or
protection of the rights of the Collateral Agent hereunder.

            18. CONCERNING COLLATERAL AGENT. The Grantor acknowledges that the
rights and responsibilities of the Collateral Agent under this Agreement with
respect to any action taken by the Collateral Agent or the exercise or
nonexercise by the Collateral Agent of any option, right, request, judgment or
other right or remedy provided for herein or resulting or arising out of this
Agreement shall, as between the Collateral Agent and the Holders, be governed by
SCHEDULE II hereto and by such other agreements with respect thereto as may
exist from time to time among them, but, as between the Collateral Agent and the
Grantor, except as expressly provided in Sections 14 and 15, the Collateral
Agent shall be conclusively presumed to be acting as agent for the Holders with
full and valid authority so to act or refrain from acting, and the Grantor shall
not be under any obligation to make any inquiry respecting such authority. The
Collateral Agent hereby waives for the benefit of the Holders any claim, right
or lien of the Collateral Agent against the Collateral arising under applicable
law or arising from any business or transaction between the Collateral Agent and
the Grantor other than pursuant to this Agreement or any of the other
Transaction Documents.

            19. SURVIVAL. All representations, warranties, covenants and
agreements of the Grantor and of the Collateral Agent contained herein will
survive the execution and delivery hereof and the release of any Collateral
pursuant hereto and shall remain operative and in full force and effect
regardless of any investigation made by or on behalf of the Collateral Agent or
the Grantor or any person who controls the Collateral Agent or the Grantor.

            20. GRANTOR'S OBLIGATIONS ABSOLUTE, ETC. The obligations of the
Grantor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (a) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from any of the Transaction Documents or any other agreement or instrument
referred to therein, or any assignment or transfer of any thereof; (b) any
waiver, consent, extension, indulgence or other action or inaction under or in
respect of any such Transaction Document or other agreement or instrument; (c)
any furnishing of any additional security to the Collateral Agent or its
assignees or any acceptance thereof or any release of any security by the
Collateral Agent or its assignees; (d) any limitation on any party's liability
or obligations under any such Transaction Document or other agreement or
instrument or any invalidity or unenforceability, in whole or in part, of any
such Transaction Document or other agreement or instrument or any term thereof;
or (e) any bankruptcy, insolvency, reorganization, composition, adjustment,
dissolution, liquidation or other like proceeding relating to

                                      -18-
<PAGE>

the Grantor, or any action taken with respect to this Agreement by any trustee
or receiver, or by any court, in any such proceeding, whether or not the Grantor
shall have notice or knowledge of any of the foregoing.

            21. INTEGRATION. This Agreement represents the entire agreement of
the Grantor and the Collateral Agent with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by the
parties relative to the subject matter hereof not expressly set forth or
referred to herein or therein.

            22. GOVERNING LAW. This Agreement and the rights and obligations of
the Grantor under this Agreement shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York, except to the
extent that under the New York Uniform Commercial Code the laws of another
jurisdiction govern matters of perfection and the effect of perfection or
non-perfection of any security interest granted hereunder.

            23. COUNTERPARTS; EXECUTION. This Agreement may be executed in any
number of counterparts and by the parties hereto on separate counterparts, but
all the counterparts taken together shall be deemed to constitute one and the
same instrument. This Agreement, once executed by a party, may be delivered to
the other party hereto by telephone line facsimile transmission of a copy of
this Agreement bearing the signature of the party so delivering this Agreement.

            24. ALTERNATIVE OR SUBSTITUTE ARRANGEMENTS. The Grantor may make a
proposal to the Holders to implement within six months after the date of this
Agreement the following:

            (a) As a substitute for this Agreement, establishment of an
      irrevocable standby letter of credit issued by a financial institution,
      acceptable to the Holders in their sole discretion, for the benefit of the
      Holders or their agent in an amount equal to $10,000,000.00 and providing
      for drawings thereunder in the circumstances in which the Collateral Agent
      is entitled by this Agreement to apply amounts in the Collateral Account
      to pay Obligations and otherwise on terms acceptable to the Holders in
      their sole discretion; or

            (b) Arrangements for the Collateral Agent to hold the amounts
      otherwise required by this Agreement to be held in the Collateral Account
      established hereunder in a collateral account maintained by the Collateral
      Agent at an institution, acceptable to the Holders in their sole
      discretion, other than Citibank, N.A., but nonetheless in the form of cash
      or cash equivalents.

                                      -19-
<PAGE>

The Holders shall be under no obligation to accept any such proposal from the
Grantor. The Holders shall, in good faith, consider any such proposal, but may
accept it or reject it in their sole discretion.

                            [Signature page follows]

                                      -20-
<PAGE>

            IN WITNESS WHEREOF, the Grantor and the Collateral Agent have caused
this Agreement to be duly executed and delivered by their respective officers or
other representatives thereunto duly authorized as of the date first above
written.

                                       ZIX CORPORATION

                                       By: /s/ Brad Almond
                                           -----------------------------------
                                           Name:  Brad Almond
                                           Title: CFO

                                       LAW OFFICES OF BRIAN W PUSCH,
                                           AS COLLATERAL AGENT

                                       By: /s/ Brian W. Pusch
                                         -------------------------------------
                                                 Brian W. Pusch

                                      -21-
<PAGE>

                                   SCHEDULE I

                  FILINGS REQUIRED TO PERFECT SECURITY INTEREST

1. Secretary of State of the State of Texas

2. Department of State of the State of New York

                                      I-1
<PAGE>

                                   SCHEDULE II

                              THE COLLATERAL AGENT

            1. APPOINTMENT. The Holders (all capitalized terms used in this
SCHEDULE II and not otherwise defined shall have the respective meanings
provided in the Security Agreement to which this SCHEDULE II is attached (the
"Agreement")), by their acceptance of the benefits of the Agreement, hereby
irrevocably designate Law Offices of Brian W Pusch, as Collateral Agent, to act
as specified herein and in the Agreement. Each Buyer hereby irrevocably
authorizes, and each other Holder of any Note by the acceptance of such Note
shall be deemed irrevocably to authorize, the Collateral Agent to take such
action on its behalf under the provisions of the Agreement and any other
instruments and agreements referred to herein or therein and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of the Collateral Agent by the terms hereof and thereof
and such other powers as are reasonably incidental thereto. The Collateral Agent
may perform any of its duties hereunder by or through its agents or employees.

            2. NATURE OF DUTIES. The Collateral Agent shall have no duties or
responsibilities except those expressly set forth in the Agreement. Neither the
Collateral Agent nor any of its officers, directors, employees or agents shall
be liable for any action taken or omitted by it as such under the Agreement or
hereunder or in connection herewith or therewith, unless caused by its or their
gross negligence or willful misconduct. The duties of the Collateral Agent shall
be mechanical and administrative in nature; the Collateral Agent shall not have
by reason of the Agreement or any other Transaction Document a fiduciary
relationship in respect of any Holder; and nothing in the Agreement, expressed
or implied, is intended to or shall be so construed as to impose upon the
Collateral Agent any obligations in respect of the Agreement except as expressly
set forth herein. The Collateral Agent shall not take any material action or
exercise any material right or power pursuant to Section 6, 7 or 8 of this
Agreement without the authorization or direction of the Majority Holders;
provided, however, that if the Collateral Agent determines that it is unable to
contact the Majority Holders for purposes of seeking such authorization or
direction or time will not permit the Collateral Agent to so contact the
Majority Holders prior to such time as detriment may occur to the rights of the
Collateral Agent or the Holders from any failure of the Collateral Agent to act
or exercise such right, then in any such case the Collateral Agent may take such
action or exercise such right without specific authorization or direction from
the Majority Holders.

            The Collateral Agent shall not be liable for any act it may do or
omit to do while acting in good faith and in the exercise of its own best
judgment. Any act done or omitted by the Collateral Agent on the advice of its
own attorneys shall be deemed conclusively to have been done or omitted in good
faith. The Collateral Agent shall have the right at any time to consult with
counsel on any question

                                      II-1
<PAGE>

arising under the Agreement. The Collateral Agent shall incur no liability for
any delay reasonably required to obtain the advice of counsel.

            3. LACK OF RELIANCE ON THE COLLATERAL AGENT. Independently and
without reliance upon the Collateral Agent, each Holder, to the extent it deems
appropriate, has made and shall continue to make (i) its own independent
investigation of the financial condition and affairs of the Grantor and its
subsidiaries in connection with the making and the continuance of the
Obligations and the taking or not taking of any action in connection therewith,
and (ii) its own appraisal of the creditworthiness of the Grantor and its
subsidiaries, and the Collateral Agent shall have no duty or responsibility,
either initially or on a continuing basis, to provide any Holder with any credit
or other information with respect thereto, whether coming into its possession
before any Obligation arises or the purchase of any Note, or at any time or
times thereafter. The Collateral Agent shall not be responsible to any Holder
for any recitals, statements, information, representations or warranties herein
or in any document, certificate or other writing delivered in connection
herewith or for the execution, effectiveness, genuineness, validity,
enforceability, perfection, collectibility, priority or sufficiency of the
Agreement or the financial condition of the Grantor or be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions or conditions of the Agreement, or the financial condition of the
Grantor, or the existence or possible existence of any Event of Default.

            4. CERTAIN RIGHTS OF THE COLLATERAL AGENT. No Holder shall have the
right to cause the Collateral Agent to take any action with respect to the
Collateral, with only the Majority Holders having the right to direct the
Collateral Agent to take any such action. If the Collateral Agent shall request
instructions from the Majority Holders with respect to any act or action
(including failure to act) in connection with the Agreement, the Collateral
Agent shall be entitled to refrain from such act or taking such action unless
and until it shall have received instructions from the Majority Holders, and to
the extent requested, appropriate indemnification in respect of actions to be
taken by the Collateral Agent; and the Collateral Agent shall not incur
liability to any person by reason of so refraining. Without limiting the
foregoing, no Holder shall have any right of action whatsoever against the
Collateral Agent as a result of the Collateral Agent acting or refraining from
acting hereunder in accordance with the instructions of the Majority Holders or
as otherwise specifically provided in the Agreement.

            5. RELIANCE. The Collateral Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
the proper person or entity, and, with respect to all legal matters pertaining
to the Agreement and its duties thereunder, upon advice of counsel selected by
it.

                                      II-2
<PAGE>

            6. LIMITATION OF HOLDER LIABILITY. The Holders shall not be liable
for any liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may be imposed on, incurred by or asserted against the
Collateral Agent in performing its duties hereunder or under the Agreement, or
in any way relating to or arising out of the Agreement.

            7. THE COLLATERAL AGENT IN ITS INDIVIDUAL CAPACITY. The Collateral
Agent and its affiliates may lend money to, purchase, sell and trade in
securities of and generally engage in any kind of business with the Grantor or
any affiliate or subsidiary of the Grantor as if it were not performing the
duties specified herein, otherwise without having to account for the same to the
Holders; provided, however, that the Collateral Agent on behalf of itself and
such affiliates, hereby waives any claim, right or lien against the Collateral
in any way arising from or relating to any such loan, securities transaction or
business with the Grantor. The Collateral Agent is legal counsel to one of the
initial Holders and may act as legal counsel for one or more other Holders in
the future. By its acceptance of a Note, each Holder waives any conflict of
interest that may arise from such representation.

            8. HOLDERS. The Collateral Agent may deem and treat the holder of
record of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment or transfer thereof, as the case may be,
shall have been filed with the Collateral Agent. Any request, authority or
consent of any person or entity who, at the time of making such request or
giving such authority or consent, is the holder of record of any Note shall be
conclusive and binding on any subsequent holder, transferee or assignee, as the
case may be, of such Note or of any Note(s) issued in exchange therefor.

            9. RESIGNATION BY THE COLLATERAL AGENT. (a) The Collateral Agent may
resign from the performance of all its functions and duties under the Agreement
at any time by giving 60 days' prior written notice (as provided in the
Agreement) to the Grantor and the Holders. Such resignation shall take effect
upon the appointment of a successor Collateral Agent pursuant to clauses (b) and
(c) below.

            (b) Upon any such notice of resignation, the Majority Holders shall
appoint a successor Collateral Agent hereunder.

            (c) If a successor Collateral Agent shall not have been so appointed
within said 60-day period, the Collateral Agent shall then appoint a successor
Collateral Agent who shall serve as Collateral Agent hereunder or thereunder
until such time, if any, as the Majority Holders appoint a successor Collateral
Agent as provided above. If a successor Collateral Agent has not been appointed
within such

                                      II-3
<PAGE>

60-day period, the Collateral Agent may petition any court of competent
jurisdiction or may interplead the Grantor and Holders in a proceeding for the
appointment of a successor Collateral Agent, and all fees, including but not
limited to extraordinary fees associated with the filing of interpleader, and
expenses associated therewith shall be payable by the Grantor.

            (d) The fees of any successor Collateral Agent for its services as
such shall be payable by the Grantor.

                                      II-4