Exhibit
      10.2

    SECURITY
      AGREEMENT

    


    This
      SECURITY AGREEMENT, dated as of October 16, 2008 (this “Agreement”), is among
      Enable Holdings, Inc., a Delaware corporation (the “Company”), all of the
      Subsidiaries of the Company (such subsidiaries, the “Guarantors ” and together
      with the Company, the “Debtors”) and the holders of the Company’s 18% Senior
      Secured Debentures due January 16, 2009 and issued on October 16, 2008 in the
      original aggregate Principal Amount of up to $4,000,000 (collectively, the
      “Debentures”) signatory hereto, their endorsees, transferees and assigns
      (collectively, the “Secured Parties”).

     

    WITNESSETH:

    


    WHEREAS,
      pursuant to the Purchase Agreement (as defined in the Debentures), the Secured
      Parties have severally agreed to extend the loans to the Company evidenced
      by
      the Debentures;

    


    WHEREAS,
      pursuant to a certain Subsidiary Guarantee, dated as of the date hereof (the
      “Guarantee”) attached hereto as Exhibit
      B,
      the
      Guarantors have jointly and severally agreed to guarantee and act as surety
      for
      payment of such Debentures; and

    


    WHEREAS,
      in order to induce the Secured Parties to extend the loans evidenced by the
      Debentures, each Debtor has agreed to execute and deliver to the Secured Parties
      this Agreement and to grant the Secured Parties, pari
      passu
      with
      each other Secured Party a security interest in certain property of such Debtor
      to secure the prompt payment, performance and discharge in full of all of the
      Company’s obligations under the Debentures and the Guarantors’ obligations under
      the Guarantee.

    


    NOW,
      THEREFORE, in consideration of the agreements herein contained and for other
      good and valuable consideration, the receipt and sufficiency of which is hereby
      acknowledged, the parties hereto hereby agree as follows:

    


    1. Certain
      Definitions.
      As used
      in this Agreement, the following terms shall have the meanings set forth in
      this
      Section 1.  Terms used but not otherwise defined in this Agreement
      that are defined in Article 9 of the UCC (such as “account”, “chattel paper”,
“commercial tort claim”, “deposit account”, “document”, “equipment”, “fixtures”,
“general intangibles”, “goods”, “instruments”, “inventory”, “investment
      property”, “letter-of-credit rights”, “proceeds” and “supporting obligations”)
      shall have the respective meanings given such terms in Article 9 of the
      UCC.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (a) “Collateral”
      “Collateral” means the collateral in which the Secured Parties are granted a
      security interest by this Agreement and which shall include the following
      personal property of the Debtors, whether presently owned or existing or
      hereafter acquired or coming into existence, wherever situated, and all
      additions and accessions thereto and all substitutions and replacements thereof,
      and all proceeds, products and accounts thereof, including, without limitation,
      all proceeds from the sale or transfer of the Collateral and of insurance
      covering the same and of any tort claims in connection therewith , and all
      dividends, interest, cash, notes, securities, equity interest or other property
      at any time and from time to time acquired, receivable or otherwise distributed
      in respect of, or in exchange for, any or all of the Pledged Securities (as
      defined below):

    


    (i) All
      goods, including, without limitation, (A) all machinery, equipment, computers,
      motor vehicles, trucks, tanks, boats, ships, appliances, furniture, special
      and
      general tools, fixtures, test and quality control devices and other equipment
      of
      every kind and nature and wherever situated, together with all documents of
      title and documents representing the same, all additions and accessions thereto,
      replacements therefor, all parts therefor, and all substitutes for any of the
      foregoing and all other items used and useful in connection with any Debtor’s
      businesses and all improvements thereto; and (B) all inventory;

    


    (ii) All
      contract rights and other general intangibles, including, without limitation,
      all partnership interests, membership interests, stock or other securities,
      rights under any of the Organizational Documents, agreements related to the
      Pledged Securities, licenses, distribution and other agreements, computer
      software (whether “off-the-shelf”, licensed from any third party or developed by
      any Debtor), computer software development rights, leases, franchises, customer
      lists, quality control procedures, grants and rights, goodwill, trademarks,
      service marks, trade styles, trade names, patents, patent applications,
      copyrights, and income tax refunds;

     

    (iii) All
      accounts, together with all instruments, all documents of title representing
      any
      of the foregoing, all rights in any merchandising, goods, equipment, motor
      vehicles and trucks which any of the same may represent, and all right, title,
      security and guaranties with respect to each account, including any right of
      stoppage in transit;

    


    (iv) All
      documents, letter-of-credit rights, instruments and chattel paper;

    


    (v) All
      commercial tort claims;

    


    (vi) All
      deposit accounts and all cash (whether or not deposited in such deposit
      accounts);


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (vii) All
      investment property;

    


    (viii) All
      supporting obligations;

    


    (ix) All
      files, records, books of account, business papers, and computer programs;
      and

    


    (x) the
      products and proceeds of all of the foregoing Collateral set forth in clauses
      (i)-(ix) above.

    


    Without
      limiting the generality of the foregoing, the “Collateral”
shall
      include all investment property and general intangibles respecting ownership
      and/or other equity interests in each Guarantor, including, without limitation,
      the shares of capital stock and the other equity interests listed on Schedule
      H
      hereto (as the same may be modified from time to time pursuant to the terms
      hereof), and any other shares of capital stock and/or other equity interests
      of
      any other direct or indirect subsidiary of any Debtor obtained in the future,
      and, in each case, all certificates representing such shares and/or equity
      interests and, in each case, all rights, options, warrants, stock, other
      securities and/or equity interests that may hereafter be received, receivable
      or
      distributed in respect of, or exchanged for, any of the foregoing and all rights
      arising under or in connection with the Pledged Securities, including, but
      not
      limited to, all dividends, interest and cash.

    


    Notwithstanding
      the foregoing, nothing herein shall be deemed to constitute an assignment of
      any
      asset which, in the event of an assignment, becomes void by operation of
      applicable law or the assignment of which is otherwise prohibited by applicable
      law (in each case to the extent that such applicable law is not overridden
      by
      Sections 9-406, 9-407 and/or 9-408 of the UCC or other similar applicable law);
      provided, however, that to the extent permitted by applicable law, this
      Agreement shall create a valid security interest in such asset and, to the
      extent permitted by applicable law, this Agreement shall create a valid security
      interest in the proceeds of such asset.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) “Intellectual
      Property”
means
      the collective reference to all rights, priorities and privileges relating
      to
      intellectual property, whether arising under United States, multinational or
      foreign laws or otherwise, including, without limitation, (i) all copyrights
      arising under the laws of the United States, any other country or any political
      subdivision thereof, whether registered or unregistered and whether published
      or
      unpublished, all registrations and recordings thereof, and all applications
      in
      connection therewith, including, without limitation, all registrations,
      recordings and applications in the United States Copyright Office, (ii) all
      letters patent of the United States, any other country or any political
      subdivision thereof, all reissues and extensions thereof, and all applications
      for letters patent of the United States or any other country and all divisions,
      continuations and continuations-in-part thereof, (iii) all trademarks, trade
      names, corporate names, company names, business names, fictitious business
      names, trade dress, service marks, logos, domain names and other source or
      business identifiers, and all goodwill associated therewith, now existing or
      hereafter adopted or acquired, all registrations and recordings thereof, and
      all
      applications in connection therewith, whether in the United States Patent and
      Trademark Office or in any similar office or agency of the United States,
      any State thereof or any other country or any political subdivision thereof,
      or
      otherwise, and all common law rights related thereto, (iv) all trade secrets
      arising under the laws of the United States, any other country or any political
      subdivision thereof, (v) all rights to obtain any reissues, renewals or
      extensions of the foregoing, (vi) all licenses for any of the foregoing, and
      (vii) all causes of action for infringement of the foregoing.

    


    (c) “Majority
      in Interest”
means,
      at any time of determination, the majority in interest (based on
      then-outstanding Principal Amounts of Debentures at the time of such
      determination) of the Secured Parties. 

    


    (d) “Necessary
      Endorsement” means
      undated stock powers endorsed in blank or other proper instruments of assignment
      duly executed and such other instruments or documents as the Secured Parties
      may
      reasonably request.

     

    (e) “Obligations” means
      all of the liabilities and obligations (primary, secondary, direct, contingent,
      sole, joint or several) due or to become due, or that are now or may be
      hereafter contracted or acquired, or owing to, of any Debtor to the Secured
      Parties, including, without limitation, all obligations under this Agreement,
      the Debentures, the Guarantee and any other instruments, agreements or other
      documents executed and/or delivered in connection herewith or therewith, in
      each
      case, whether now or hereafter existing, voluntary or involuntary, direct or
      indirect, absolute or contingent, liquidated or unliquidated, whether or not
      jointly owed with others, and whether or not from time to time decreased or
      extinguished and later increased, created or incurred, and all or any portion
      of
      such obligations or liabilities that are paid, to the extent all or any part
      of
      such payment is avoided or recovered directly or indirectly from any of the
      Secured Parties as a preference, fraudulent transfer or otherwise as such
      obligations may be amended, supplemented, converted, extended or modified from
      time to time. Without limiting the generality of the foregoing, the term
“Obligations” shall include, without limitation: (i) principal of, and interest
      on the Debentures and the loans extended pursuant thereto; (ii) any and all
      other fees, indemnities, costs, obligations and liabilities of the Debtors
      from
      time to time under or in connection with this Agreement, the Debentures, the
      Guarantee and any other instruments, agreements or other documents executed
      and/or delivered in connection herewith or therewith; and (iii) all amounts
      (including but not limited to post-petition interest) in respect of the
      foregoing that would be payable but for the fact that the obligations to pay
      such amounts are unenforceable or not allowable due to the existence of a
      bankruptcy, reorganization or similar proceeding involving any
      Debtor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (f) “Organizational
      Documents”
means
      with respect to any Debtor, the documents by which such Debtor was organized
      (such as a certificate of incorporation, certificate of limited partnership
      or
      articles of organization, and including, without limitation, any certificates
      of
      designation for preferred stock or other forms of preferred equity) and which
      relate to the internal governance of such Debtor (such as bylaws, a partnership
      agreement or an operating, limited liability or members agreement).

    


    (g) “Pledged
      Interests”
shall
      have the meaning ascribed to such term in Section 4(j).

    


    (h) “Pledged
      Securities”
shall
      have the meaning ascribed to such term in Section 4(i).

    


    (i) “UCC”
means
      the Uniform Commercial Code of the State of Illinois and or any other applicable
      law of any state or states which has jurisdiction with respect to all, or any
      portion of, the Collateral or this Agreement, from time to time.  It
      is the intent of the Party that defined terms in the UCC should
      be construed in their broadest sense so that the term “Collateral” will be
      construed in its broadest sense.  Accordingly if there are, from time
      to time, changes to defined terms in the UCC that broaden the definitions,
      they
      are incorporated herein and if existing definitions in the UCC are broader
      than
      the amended definitions, the existing ones shall be controlling.

     

    2. Grant
      of Security Interest in Collateral.
      As an
      inducement for the Secured Parties to extend the loans as evidenced by the
      Debentures and to secure the complete and timely payment, performance and
      discharge in full, as the case may be, of all of the Obligations, each Debtor
      hereby unconditionally and irrevocably pledges, grants and hypothecates to
      the
      Secured Parties a security interest in and to, a lien upon and a right of
      set-off against all of their respective right, title and interest of whatsoever
      kind and nature in and to, the Collateral (a “Security
      Interest”
and,
      collectively, the “Security
      Interests”).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Delivery
      of Certain Collateral.  Contemporaneously
      or prior to the execution of this Agreement, each Debtor shall deliver or cause
      to be delivered to the Secured Parties (a) any and all certificates and other
      instruments representing or evidencing the Pledged Securities, and (b) any
      and
      all certificates and other instruments or documents representing any of the
      other Collateral, in each case, together with all Necessary Endorsements. The
      Debtors are, contemporaneously with the execution hereof, delivering to the
      Secured Parties, or have previously delivered to the Secured Parties, a true
      and
      correct copy of each Organizational Document governing any of the Pledged
      Securities. Throughout the term of this Agreement, so long as no Event of
      Default is incurred and continuing, the Debtors shall have the right to vote
      the
      Pledged Securities in all matters presented to the stockholders of the Pledge
      Securities for vote thereon, except in a manner inconsistent with the terms
      of
      this Agreement or detrimental to the interests of the Secured Parties. The
      Secured Parties shall hold the Pledged Securities in the form in which the
      same
      are delivered herewith, unless there shall occur an Event of Default. To the
      extent that the Secured Parties shall not previously have taken, acquired,
      sold,
      transferred, disposed of or otherwise realized value on the Pledged Securities
      in accordance with this Agreement, on the date on which the Obligations have
      been indefeasibly discharged or satisfied in full, any remaining security
      interest in the Pledged Securities shall automatically terminate, cease to
      exist
      and be released, and the Secured Parties shall forthwith return any remaining
      Pledged Securities to the Company and irrevocably release such Pledge
      Securities.

    


    4. Representations,
      Warranties, Covenants and Agreements of the Debtors. Except
      as
      set forth under the corresponding section of the disclosure schedules delivered
      to the Secured Parties concurrently herewith (the “Disclosure
      Schedules”),
      which
      Disclosure Schedules shall be deemed a part hereof, each Debtor represents
      and
      warrants to, and covenants and agrees with, the Secured Parties as
      follows:

    


    (a) Each
      Debtor has the requisite corporate, partnership, limited liability company
      or
      other power and authority to enter into this Agreement and otherwise to carry
      out its obligations hereunder. The execution, delivery and performance by each
      Debtor of this Agreement and the filings contemplated therein have been duly
      authorized by all necessary action on the part of such Debtor and no further
      action is required by such Debtor. This Agreement has been duly executed by
      each
      Debtor. This Agreement constitutes the legal, valid and binding obligation
      of
      each Debtor, enforceable against each Debtor in accordance with its terms except
      as such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization and similar laws of general application relating to or affecting
      the rights and remedies of creditors and by general principles of
      equity.

    


    (b) The
      Debtors have no place of business or offices where their respective books of
      account and records are kept (other than temporarily at the offices of its
      attorneys or accountants) or places where Collateral is stored or located,
      except as set forth on Schedule A attached hereto. Except as specifically set
      forth on Schedule
      A,
      each
      Debtor is the record owner of the real property where such Collateral is
      located, and there exist no mortgages or other liens on any such real property
      except for Permitted Liens (as defined in the Debentures). Except as disclosed
      on Schedule A, none of such Collateral is in the possession of any consignee,
      bailee, warehouseman, agent or processor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) Except
      for Permitted Liens (as defined in the Debentures) and any Liens held by the
      September Purchasers and the June Purchaser and except as set forth on Schedule
      B attached hereto, the Debtors are the sole owner of the Collateral (except
      for
      non-exclusive licenses granted by any Debtor in the ordinary course of
      business), free and clear of any liens, security interests, encumbrances, rights
      or claims, and are fully authorized to grant the Security Interests. Except
      as
      set forth on Schedule
      C
      attached
      hereto, there is not on file in any governmental or regulatory authority, agency
      or recording office an effective financing statement, security agreement,
      license or transfer or any notice of any of the foregoing (other than those
      that
      will be filed in favor of the Secured Parties pursuant to this Agreement)
      covering or affecting any of the Collateral. Except as set forth on Schedule
      C
      attached hereto and except pursuant to this Agreement, as long as this Agreement
      shall be in effect, the Debtors shall not execute and shall not knowingly permit
      to be on file in any such office or agency any other financing statement or
      other document or instrument (except to the extent filed or recorded in favor
      of
      the Secured Parties pursuant to the terms of this Agreement).

    


    (d) No
      written claim has been received that any Collateral or any Debtor’s use of any
      Collateral violates the rights of any third party. There has been no adverse
      decision to any Debtor’s claim of ownership rights in or exclusive rights to use
      the Collateral in any jurisdiction or to any Debtor’s right to keep and maintain
      such Collateral in full force and effect, and there is no proceeding involving
      said rights pending or, to the best knowledge of any Debtor, threatened before
      any court, judicial body, administrative or regulatory agency, arbitrator or
      other governmental authority.

    


    (e) Each
      Debtor shall at all times maintain its books of account and records relating
      to
      the Collateral at its principal place of business and its Collateral at the
      locations set forth on Schedule A attached hereto and may not relocate such
      books of account and records or tangible Collateral unless it delivers to the
      Secured Parties at least 30 days prior to such relocation (i) written notice
      of
      such relocation and the new location thereof (which must be within the United
      States) and (ii) evidence that appropriate financing statements under the UCC
      and other necessary documents have been filed and recorded and other steps
      have
      been taken to perfect the Security Interests to create in favor of the Secured
      Parties a valid, perfected and continuing perfected first priority lien in
      the
      Collateral.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (f) This
      Agreement creates in favor of the Secured Parties a valid security interest
      in
      the Collateral, subject only to Permitted Liens (as defined in the Debentures)
      securing the payment and performance of the Obligations. Upon making the filings
      described in the immediately following paragraph, all security interests created
      hereunder in any Collateral which may be perfected by filing Uniform Commercial
      Code financing statements shall have been duly perfected. Except for the filing
      of the Uniform Commercial Code financing statements referred to in the
      immediately following paragraph, the recordation of the Intellectual Property
      Security Agreement (as defined in Section 4(p) hereof) with respect to
      copyrights and copyright applications in the United States Copyright Office
      referred to in paragraph (m), the execution and delivery of deposit account
      control agreements satisfying the requirements of Section 9-104(a)(2) of the
      UCC
      with respect to each deposit account of the Debtors, and the delivery of the
      certificates and other instruments provided in Section 3, no action is necessary
      to create, perfect or protect the security interests created hereunder. Without
      limiting the generality of the foregoing, except for the filing of said
      financing statements, the recordation of said Intellectual Property Security
      Agreement, and the execution and delivery of said deposit account control
      agreements, no consent of any third parties and no authorization, approval
      or
      other action by, and no notice to or filing with, any governmental authority
      or
      regulatory body is required for (i) the execution, delivery and performance
      of
      this Agreement, (ii) the creation or perfection of the Security Interests
      created hereunder in the Collateral or (iii) the enforcement of the rights
      of
      the Secured Parties hereunder.

    


    (g) Each
      Debtor hereby authorizes the Secured Parties to file one or more financing
      statements under the UCC, with respect to the Security Interests, with the
      proper filing and recording agencies in any jurisdiction deemed proper by
      it.

    


    (h) The
      execution, delivery and performance of this Agreement by the Debtors does not
      (i) violate any of the provisions of any Organizational Documents of any Debtor
      or any judgment, decree, order or award of any court, governmental body or
      arbitrator or any applicable law, rule or regulation applicable to any Debtor
      or
      (ii) conflict with, or constitute a default (or an event that with notice or
      lapse of time or both would become a default) under, or give to others any
      rights of termination, amendment, acceleration or cancellation (with or without
      notice, lapse of time or both) of, any agreement, credit facility, debt or
      other
      instrument (evidencing any Debtor’s debt or otherwise) or other understanding to
      which any Debtor is a party or by which any property or asset of any Debtor
      is
      bound or affected. If any, all required consents (including, without limitation,
      from stockholders or creditors of any Debtor) necessary for any Debtor to enter
      into and perform its obligations hereunder have been obtained.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (i) The
      capital stock and other equity interests listed on Schedule H hereto (the
“Pledged
      Securities”)
      represent all of the capital stock and other equity interests of the Guarantors,
      and represent all capital stock and other equity interests owned, directly
      or
      indirectly, by the Company. All of the Pledged Securities are validly issued,
      fully paid and nonassessable, and the Company is the legal and beneficial owner
      of the Pledged Securities, free and clear of any lien, security interest or
      other encumbrance except for the security interests created by this Agreement
      and other Permitted Liens (as defined in the
      Debentures).  

    


     (j) The
      ownership and other equity interests in partnerships and limited liability
      companies (if any) included in the Collateral (the “Pledged
      Interests”)
      by
      their express terms do not provide that they are securities governed by Article
      8 of the UCC and are not held in a securities account or by any financial
      intermediary.

    


    (k) Except
      for Permitted Liens (as defined in the Debentures), each Debtor shall at all
      times maintain the liens and Security Interests provided for hereunder as valid
      and perfected first priority liens and security interests in the Collateral
      in
      favor of the Secured Parties until this Agreement and the Security Interest
      hereunder shall be terminated pursuant to Section 14 hereof. Each Debtor hereby
      agrees to defend the same against the claims of any and all persons and
      entities. Each Debtor shall safeguard and protect all Collateral for the account
      of the Secured Parties. At the request of the Secured Parties, each Debtor
      will
      sign and deliver to the Secured Parties at any time or from time to time one
      or
      more financing statements pursuant to the UCC in form reasonably satisfactory
      to
      the Secured Parties and will pay the cost of filing the same in all public
      offices wherever filing is, or is deemed by the Secured Parties to be, necessary
      or desirable to effect the rights and obligations provided for herein. Without
      limiting the generality of the foregoing, each Debtor shall pay all fees, taxes
      and other amounts necessary to maintain the Collateral and the Security
      Interests hereunder, and each Debtor shall obtain and furnish to the Secured
      Parties from time to time, upon demand, such releases and/or subordinations
      of
      claims and liens which may be required to maintain the priority of the Security
      Interests hereunder.

    


    (l) No
      Debtor
      will transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose
      of any of the Collateral (except for non-exclusive licenses granted by a Debtor
      in its ordinary course of business and sales of inventory by a Debtor in its
      ordinary course of business) without the prior written consent of a Majority
      in
      Interest.

    


    (m) Each
      Debtor shall keep and preserve its equipment, inventory and other tangible
      Collateral in good condition, repair and order and shall not operate or locate
      any such Collateral (or cause to be operated or located) in any area excluded
      from insurance coverage.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (n) Each
      Debtor shall maintain with financially sound and reputable insurers, insurance
      with respect to the Collateral, including Collateral hereafter acquired, against
      loss or damage of the kinds and in the amounts customarily insured against
      by
      entities of established reputation having similar properties similarly situated
      and in such amounts as are customarily carried under similar circumstances
      by
      other such entities and otherwise as is prudent for entities engaged in similar
      businesses but in any event sufficient to cover the full replacement cost
      thereof. Each Debtor shall cause each insurance policy issued in connection
      herewith to provide, and the insurer issuing such policy to certify to the
      Secured parties, that (a) the Secured Parties will be named as lender loss
      payee
      and additional insured under each such insurance policy; (b) if such insurance
      be proposed to be cancelled or materially changed for any reason whatsoever,
      such insurer will promptly notify the Secured Parties and such cancellation
      or
      change shall not be effective as to the Secured Parties for at least thirty
      (30)
      days after receipt by the Secured Parties of such notice, unless the effect
      of
      such change is to extend or increase coverage under the policy; and (c) the
      Secured Parties will have the right (but no obligation) at its election to
      remedy any default in the payment of premiums within thirty (30) days of notice
      from the insurer of such default. If no Event of Default (as defined in the
      Debentures) exists and if the proceeds arising out of any claim or series of
      related claims do not exceed $100,000, loss payments in each instance will
      be
      applied by the applicable Debtor to the repair and/or replacement of property
      with respect to which the loss was incurred to the extent reasonably feasible,
      and any loss payments or the balance thereof remaining, to the extent not so
      applied, shall be payable to the applicable Debtor; provided, however, that
      payments received by any Debtor after an Event of Default occurs and is
      continuing or in excess of $100,000 for any occurrence or series of related
      occurrences shall be paid to the Secured Parties and, if received by such
      Debtor, shall be held in trust for the Secured Parties and immediately paid
      over
      to the Secured Parties unless otherwise directed in writing by the Secured
      Parties. Copies of such policies or the related certificates, in each case,
      naming the Secured Parties as lender loss payee and additional insured shall
      be
      delivered to the Secured Parties at least annually and at the time any new
      policy of insurance is issued.

    


    (o) Each
      Debtor shall, within ten (10) days of obtaining knowledge thereof, advise the
      Secured Parties promptly, in sufficient detail, of any material adverse change
      in the Collateral, and of the occurrence of any event which would have a
      material adverse effect on the value of the Collateral or on the Secured
      Parties’ security interest therein.

    


    (p) Each
      Debtor shall promptly execute and deliver to the Secured Parties such further
      deeds, mortgages, assignments, security agreements, financing statements or
      other instruments, documents, certificates and assurances and take such further
      action as the Secured Parties may from time to time request and may in their
      sole discretion deem necessary to perfect, protect or enforce the Secured
      Parties’ security interest in the Collateral including, without limitation, if
      applicable, the execution and delivery of a separate security agreement with
      respect to each Debtor’s Intellectual Property (“Intellectual Property Security
      Agreement”) in which the Secured Parties have been granted a security interest
      hereunder, substantially in a form reasonably acceptable to the Secured Parties,
      which Intellectual Property Security Agreement, other than as stated therein,
      shall be subject to all of the terms and conditions hereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (q) Each
      Debtor shall permit the Secured Parties and their representatives and agents
      to
      inspect the Collateral during normal business hours and upon reasonable prior
      notice, and to make copies of records pertaining to the Collateral as may be
      reasonably requested by the Secured Parties from time to time.

    


    (r) Each
      Debtor shall take all steps reasonably necessary to diligently pursue and seek
      to preserve, enforce and collect any rights, claims, causes of action and
      accounts receivable in respect of the Collateral.

    


    (s) Each
      Debtor shall promptly notify the Secured Parties in sufficient detail upon
      becoming aware of any attachment, garnishment, execution or other legal process
      levied against any Collateral and of any other information received by such
      Debtor that may materially affect the value of the Collateral, the Security
      Interest or the rights and remedies of the Secured Parties
      hereunder.

    


    (t) All
      information heretofore, herein or hereafter supplied to the Secured Parties
      by
      or on behalf of any Debtor with respect to the Collateral is accurate and
      complete in all material respects as of the date furnished.

    


    (u) The
      Debtors shall at all times preserve and keep in full force and effect their
      respective valid existence and good standing and any rights and franchises
      material to its business.

    


    (v) No
      Debtor
      will change its name, type of organization, jurisdiction of organization,
      organizational identification number (if it has one), legal or corporate
      structure, or identity, or add any new fictitious name unless it provides at
      least 30 days prior written notice to the Secured Parties of such change and,
      at
      the time of such written notification, such Debtor provides any financing
      statements or fixture filings necessary to perfect and continue the perfection
      of the Security Interests granted and evidenced by this Agreement.

    


    (w) Except
      in
      the ordinary course of business, no Debtor may consign any of its inventory
      or
      sell any of its inventory on bill and hold, sale or return, sale on approval,
      or
      other conditional terms of sale without the consent of the Secured Parties,
      which shall not be unreasonably withheld.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (x) No
      Debtor
      may relocate its chief executive office to a new location without providing
      30
      days prior written notification thereof to the Secured Parties and so long
      as,
      at the time of such written notification, such Debtor provides any financing
      statements or fixture filings necessary to perfect and continue the perfection
      of the Security Interests granted and evidenced by this Agreement.

    


    (y) Each
      Debtor was organized and remains organized solely under the laws of the state
      set forth next to such Debtor’s name in Schedule
      D
      attached
      hereto, which Schedule
      D
      sets
      forth each Debtor’s organizational identification number or, if any Debtor does
      not have one, states that one does not exist.

    


    (z) (i)
      The
      actual name of each Debtor is the name set forth in Schedule
      D
      attached
      hereto; (ii) no Debtor has any trade names except as set forth on Schedule
      E
      attached
      hereto; (iii) no Debtor has used any name other than that stated in the preamble
      hereto or as set forth on Schedule
      E
      for the
      preceding five years; and (iv) no entity has merged into any Debtor or been
      acquired by any Debtor within the past five years except as set forth on
Schedule
      E.

    


    (aa) At
      any
      time and from time to time that any Collateral consists of instruments,
      certificated securities or other items that require or permit possession by
      the
      secured party to perfect the security interest created hereby, the applicable
      Debtor shall deliver such Collateral to the Secured Parties.

    


    (bb) Each
      Debtor, in its capacity as issuer, hereby agrees to comply with any and all
      orders and instructions of the Secured Parties regarding the Pledged Interests
      consistent with the terms of this Agreement without the further consent of
      any
      Debtor as contemplated by Section 8-106 (or any successor section) of the UCC.
      Further, each Debtor agrees that it shall not enter into a similar agreement
      (or
      one that would confer “control” within the meaning of Article 8 of the UCC) with
      any other person or entity.

     

    (cc) Each
      Debtor shall cause all tangible chattel paper constituting Collateral to be
      delivered to the Secured Parties, or, if such delivery is not possible, then
      to
      cause such tangible chattel paper to contain a legend noting that it is subject
      to the security interest created by this Agreement. To the extent that any
      Collateral consists of electronic chattel paper, the applicable Debtor shall
      cause the underlying chattel paper to be “marked” within the meaning of Section
      9-105 of the UCC (or successor section thereto).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (dd) If
      there
      is any investment property or deposit account included as Collateral that can
      be
      perfected by “control” through an account control agreement, the applicable
      Debtor shall cause such an account control agreement, in form and substance
      in
      each case satisfactory to the Secured Parties, to be entered into and delivered
      to the Secured Parties.

    


    (ee) To
      the
      extent that any Collateral consists of letter-of-credit rights, the applicable
      Debtor shall cause the issuer of each underlying letter of credit to consent
      to
      an assignment of the proceeds thereof to the Secured Party.

    


    (ff) To
      the
      extent that any Collateral is in the possession of any third party, the
      applicable Debtor shall join with the Secured Parties in notifying such third
      party of the Secured Parties’ security interest in such Collateral and shall use
      its best efforts to obtain an acknowledgement and agreement from such third
      party with respect to the Collateral, in form and substance reasonably
      satisfactory to the Secured Parties.

    


    (gg) If
      any
      Debtor shall at any time hold or acquire a commercial tort claim, such Debtor
      shall promptly notify the Secured Parties in a writing signed by such Debtor
      of
      the particulars thereof and grant to 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 satisfactory
      to
      the Secured Parties.

    


    (hh) Each
      Debtor shall immediately provide written notice to the Secured Parties of any
      and all accounts which arise out of contracts with any governmental authority
      and, to the extent necessary to perfect or continue the perfected status of
      the
      Security Interests in such accounts and proceeds thereof, shall execute and
      deliver to the Secured Parties an assignment of claims for such accounts and
      cooperate with the Secured Parties in taking any other steps required, in its
      judgment, under the Federal Assignment of Claims Act or any similar federal,
      state or local statute or rule to perfect or continue the perfected status
      of
      the Security Interests in such accounts and proceeds thereof.

    


    (
      ii
      ) Each
      Debtor shall cause each subsidiary of such Debtor to immediately become a party
      hereto (an “Additional Debtor”), by executing and delivering an Additional
      Debtor Joinder in substantially the form of Annex A attached hereto and comply
      with the provisions hereof applicable to the Debtors. Concurrent therewith,
      the
      Additional Debtor shall deliver replacement schedules for, or supplements to
      all
      other Schedules to (or referred to in) this Agreement, as applicable, which
      replacement schedules shall supersede, or supplements shall modify, the
      Schedules then in effect. The Additional Debtor shall also deliver such opinions
      of counsel, authorizing resolutions, good standing certificates, incumbency
      certificates, organizational documents, financing statements and other
      information and documentation as the Secured Parties may reasonably request.
      Upon delivery of the foregoing to the Secured Parties, the Additional Debtor
      shall be and become a party to this Agreement with the same rights and
      obligations as the Debtors, for all purposes hereof as fully and to the same
      extent as if it were an original signatory hereto and shall be deemed to have
      made the representations, warranties and covenants set forth herein as of the
      date of execution and delivery of such Additional Debtor Joinder, and all
      references herein to the “Debtors” shall be deemed to include each Additional
      Debtor.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (
      jj) Each
      Debtor shall vote the Pledged Securities to comply with the covenants and
      agreements set forth herein and in the Debentures.

    


    (kk) Each
      Debtor shall register the pledge of the applicable Pledged Securities on the
      books of such Debtor. Each Debtor shall notify each issuer of Pledged Securities
      to register the pledge of the applicable Pledged Securities in the name of
      the
      Secured Parties on the books of such issuer. Further, except with respect to
      certificated securities delivered to the Secured Parties, the applicable Debtor
      shall deliver to the Secured Parties an acknowledgement of pledge (which, where
      appropriate, shall comply with the requirements of the relevant UCC with respect
      to perfection by registration) signed by the issuer of the applicable Pledged
      Securities, which acknowledgement shall confirm that: (a) it has registered
      the
      pledge on its books and records; and (b) at any time directed by the Secured
      Parties during the continuation of an Event of Default, such issuer will
      transfer the record ownership of such Pledged Securities into the name of any
      designee of the Secured Parties, will take such steps as may be necessary to
      effect the transfer, and will comply with all other instructions of the Secured
      Parties regarding such Pledged Securities without the further consent of the
      applicable Debtor.

    


    (ll) In
      the
      event that, upon an occurrence of an Event of Default, the Secured Parties
      shall
      sell all or any of the Pledged Securities to another party or parties (herein
      called the “Transferee”) or shall purchase or retain all or any of the Pledged
      Securities, each Debtor shall, to the extent applicable: (i) deliver to Secured
      Parties or the Transferee, as the case may be, the articles of incorporation,
      bylaws, minute books, stock certificate books, corporate seals, deeds, leases,
      indentures, agreements, evidences of indebtedness, books of account, financial
      records and all other Organizational Documents and records of the Debtors and
      their direct and indirect subsidiaries; (ii) use its best efforts to obtain
      resignations of the persons then serving as officers and directors of the
      Debtors and their direct and indirect subsidiaries, if so requested; and (iii)
      use its best efforts to obtain any approvals that are required by any
      governmental or regulatory body in order to permit the sale of the Pledged
      Securities to the Transferee or the purchase or retention of the Pledged
      Securities by the Secured Parties and allow the Transferee or the Secured
      Parties to continue the business of the Debtors and their direct and indirect
      subsidiaries.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (mm) Without
      limiting the generality of the other obligations of the Debtors hereunder,
      each
      Debtor shall promptly (i) cause to be registered at the United States Copyright
      Office all of its material copyrights, (ii) cause the security interest
      contemplated hereby with respect to all Intellectual Property registered at
      the
      United States Copyright Office or United States Patent and Trademark Office
      to
      be duly recorded at the applicable office, and (iii) give the Secured Parties
      notice whenever it acquires (whether absolutely or by license) or creates any
      additional material Intellectual Property.

    


    (nn) Each
      Debtor will from time to time, at the joint and several expense of the Debtors,
      promptly execute and deliver all such further instruments and documents, and
      take all such further action as may be necessary or desirable, or as the Secured
      Parties may reasonably request, in order to perfect and protect any security
      interest granted or purported to be granted hereby or to enable the Secured
      Parties to exercise and enforce their rights and remedies hereunder and with
      respect to any Collateral or to otherwise carry out the purposes of this
      Agreement.

    


    (oo) Schedule
      F
      attached
      hereto lists all of the patents, patent applications, trademarks, trademark
      applications, registered copyrights, and domain names owned by any of the
      Debtors as of the date hereof. Schedule F lists all material licenses in favor
      of any Debtor for the use of any patents, trademarks, copyrights and domain
      names as of the date hereof. All material patents and trademarks of the Debtors
      have been duly recorded at the United States Patent and Trademark Office and
      all
      material copyrights of the Debtors have been duly recorded at the United States
      Copyright Office.

    


    (pp) Except
      as
      set forth on Schedule
      G
      attached
      hereto, none of the account debtors or other persons or entities obligated
      on
      any of the Collateral is a governmental authority covered by the Federal
      Assignment of Claims Act or any similar federal, state or local statute or
      rule
      in respect of such Collateral.

    


    5. Effect
      of Pledge on Certain Rights. If
      any of
      the Collateral subject to this Agreement consists of nonvoting equity or
      ownership interests (regardless of class, designation, preference or rights)
      that may be converted into voting equity or ownership interests upon the
      occurrence of certain events (including, without limitation, upon the transfer
      of all or any of the other stock or assets of the issuer), it is agreed that
      the
      pledge of such equity or ownership interests pursuant to this Agreement or
      the
      enforcement of any of the Secured Party’s rights hereunder shall not be deemed
      to be the type of event which would trigger such conversion rights
      notwithstanding any provisions in the Organizational Documents or agreements
      to
      which any Debtor is subject or to which any Debtor is party.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Defaults.
      The
      following events shall be “Events
      of Default”:

    


    (a) The
      occurrence of an Event of Default (as defined in the Debentures) under the
      Debentures;

    


    (b) Any
      representation or warranty of any Debtor in this Agreement shall prove to have
      been incorrect in any material respect when made;

    


    (c) The
      failure by any Debtor to observe or perform any of its obligations hereunder
      for
      ten (10) days after delivery to such Debtor of notice of such failure by or
      on
      behalf of a Secured; or

    


    (d) If
      any
      provision of this Agreement shall at any time for any reason be declared to
      be
      null and void, or the validity or enforceability thereof shall be contested
      by
      any Debtor, or a proceeding shall be commenced by any Debtor, or by any
      governmental authority having jurisdiction over any Debtor, seeking to establish
      the invalidity or unenforceability thereof, or any Debtor shall deny that any
      Debtor has any liability or obligation purported to be created under this
      Agreement.

    


    7. Duty
      To Hold In Trust.

    


    (a) Upon
      the
      occurrence of any Event of Default and at any time thereafter, each Debtor
      shall, upon receipt of any revenue, income , dividend, interest or other sums
      subject to the Security Interests, whether payable pursuant to the Debentures
      or
      otherwise, or of any check, draft, note, trade acceptance or other instrument
      evidencing an obligation to pay any such sum, hold the same in trust for the
      Secured Parties and shall forthwith endorse and transfer any such sums or
      instruments, or both, to the Secured Parties, pro-rata in proportion to their
      respective then-currently outstanding Principal Amount of Debentures for
      application to the satisfaction of the Obligations (and if any Debenture is
      not
      outstanding, pro-rata in proportion to the initial purchases of the remaining
      Debentures).

    


    (b) If
      any
      Debtor shall become entitled to receive or shall receive any securities or
      other
      property (including, without limitation, shares of Pledged Securities or
      instruments representing Pledged Securities acquired after the date hereof,
      or
      any options, warrants, rights or other similar property or certificates
      representing a dividend, or any distribution in connection with any
      recapitalization, reclassification or increase or reduction of capital, or
      issued in connection with any reorganization of such Debtor or any of its direct
      or indirect subsidiaries) in respect of the Pledged Securities (whether as
      an
      addition to, in substitution of, or in exchange for, such Pledged Securities
      or
      otherwise), such Debtor agrees to (i) accept the same as the agent of the
      Secured Parties; (ii) hold the same in trust on behalf of and for the benefit
      of
      the Secured Parties; and (iii) to deliver any and all certificates or
      instruments evidencing the same to the Secured Parties on or before the close
      of
      business on the fifth business day following the receipt thereof by such Debtor,
      in the exact form received together with the Necessary Endorsements, to be
      held
      by Secured Parties subject to the terms of this Agreement as
      Collateral.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    8. Rights
      and Remedies Upon Default.

    


    (a) Upon
      the
      occurrence of any Event of Default and at any time thereafter, the Secured
      Parties, acting through the Secured Parties, shall have the right to exercise
      all of the remedies conferred hereunder and under the Debentures, and the
      Secured Parties shall have all the rights and remedies of a secured party under
      the UCC. Without limitation, the Secured Parties, shall have the following
      rights and powers:

    


    (i) The
      Secured Parties shall have the right to take possession of the Collateral and,
      for that purpose, enter, with the aid and assistance of any person, any premises
      where the Collateral, or any part thereof, is or may be placed and remove the
      same, and each Debtor shall assemble the Collateral and make it available to
      the
      Secured Parties at places which the Secured Parties shall reasonably select,
      whether at such Debtor's premises or elsewhere, and make available to the
      Secured Parties, without rent, all of such Debtor’s respective premises and
      facilities for the purpose of the Secured Parties taking possession of, removing
      or putting the Collateral in saleable or disposable form.

    


    (ii) Upon
      notice to the Debtors by the Secured Parties, all rights of each Debtor to
      exercise the voting and other consensual rights which it would otherwise be
      entitled to exercise and all rights of each Debtor to receive the dividends
      and
      interest which it would otherwise be authorized to receive and retain, shall
      cease. Upon such notice, the Secured Parties shall have the right to receive
      any
      interest, cash dividends or other payments on the Collateral and, at the option
      of the Secured Parties, to exercise in such Secured Party’s discretion all
      voting rights pertaining thereto. Without limiting the generality of the
      foregoing, the Secured Parties shall have the right (but not the obligation)
      to
      exercise all rights with respect to the Collateral as it were the sole and
      absolute owner thereof, including, without limitation, to vote and/or to
      exchange, at its sole discretion, any or all of the Collateral in connection
      with a merger, reorganization, consolidation, recapitalization or other
      readjustment concerning or involving the Collateral or any Debtor or any of
      its
      direct or indirect subsidiaries.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (iii) The
      Secured Parties shall have the right to operate the business of each Debtor
      using the Collateral and shall have the right to assign, sell, lease or
      otherwise dispose of and deliver all or any part of the Collateral, at public
      or
      private sale or otherwise, either with or without special conditions or
      stipulations, for cash or on credit or for future delivery, in such parcel
      or
      parcels and at such time or times and at such place or places, and upon such
      terms and conditions as the Secured Parties may deem commercially reasonable,
      all without (except as shall be required by applicable statute and cannot be
      waived) advertisement or demand upon or notice to any Debtor or right of
      redemption of a Debtor, which are hereby expressly waived. Upon each such sale,
      lease, assignment or other transfer of Collateral, the Secured Parties, may,
      unless prohibited by applicable law which cannot be waived, purchase all or
      any
      part of the Collateral being sold, free from and discharged of all trusts,
      claims, right of redemption and equities of any Debtor, which are hereby waived
      and released.

    


    (iv) The
      Secured Parties shall have the right (but not the obligation) to notify any
      account debtors and any obligors under instruments or accounts to make payments
      directly to the Secured Parties, and to enforce the Debtors’ rights against such
      account debtors and obligors.

    


    (v) The
      Secured Parties, may (but is not obligated to) direct any financial intermediary
      or any other person or entity holding any investment property to transfer the
      same to the Secured Parties, or its designee.

    


    (vi) The
      Secured Parties may (but is not obligated to) transfer any or all Intellectual
      Property registered in the name of any Debtor at the United States Patent and
      Trademark Office and/or Copyright Office into the name of the Secured Parties
      or
      any designee or any purchaser of any Collateral.

    


    (b) The
      Secured Parties shall comply with any applicable law in connection with a
      disposition of Collateral and such compliance will not be considered adversely
      to affect the commercial reasonableness of any sale of the Collateral. The
      Secured Parties may sell the Collateral without giving any warranties and may
      specifically disclaim such warranties. If the Secured Parties sell any of the
      Collateral on credit, the Debtors will only be credited with payments actually
      made by the purchaser. In addition, each Debtor waives any and all rights that
      it may have to a judicial hearing in advance of the enforcement of any of the
      Secured Parties’ rights and remedies hereunder, including, without limitation,
      its right following an Event of Default to take immediate possession of the
      Collateral and to exercise its rights and remedies with respect
      thereto.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (c) For
      the
      purpose of enabling the Secured Parties to further exercise rights and remedies
      under this Section 8 or elsewhere provided by agreement or applicable law,
      each
      Debtor hereby grants to the Secured Parties, for the benefit of the Secured
      Parties, an irrevocable, nonexclusive license (exercisable without payment
      of
      royalty or other compensation to such Debtor) to use, license or sublicense
      following an Event of Default, any Intellectual Property now owned or hereafter
      acquired by such Debtor, and wherever the same may be located, and including
      in
      such license 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.

    


    9. Applications
      of Proceeds.
      The
      proceeds of any such sale, lease or other disposition of the Collateral
      hereunder or from payments made on account of any insurance policy insuring
      any
      portion of the Collateral shall be applied first, to the expenses of retaking,
      holding, storing, processing and preparing for sale, selling, and the like
      (including, without limitation, any taxes, fees and other costs incurred in
      connection therewith) of the Collateral, to the reasonable attorneys’ fees in
      enforcing the Secured Parties’ rights hereunder and in connection with
      collecting, storing and disposing of the Collateral, and then to satisfaction
      of
      the Obligations pro rata among the Secured Parties (based on then-outstanding
      Principal Amounts of Debentures at the time of any such determination), and
      to
      the payment of any other amounts required by applicable law, after which the
      Secured Parties shall pay to the applicable Debtor any surplus proceeds. If,
      upon the sale, license or other disposition of the Collateral, the proceeds
      thereof are insufficient to pay all amounts to which the Secured Parties are
      legally entitled, the Debtors will be liable for the deficiency, together with
      interest thereon, at the rate of 24% per annum or the lesser amount permitted
      by
      applicable law (the “Default
      Rate”),
      and
      the reasonable fees of any attorneys employed by the Secured Parties to collect
      such deficiency. To the extent permitted by applicable law, each Debtor waives
      all claims, damages and demands against the Secured Parties arising out of
      the
      repossession, removal, retention or sale of the Collateral, unless due solely
      to
      the gross negligence or willful misconduct of the Secured Parties as determined
      by a final judgment (not subject to further appeal) of a court of competent
      jurisdiction.

    


    10. Securities
      Law Provision.  Each
      Debtor recognizes that the Secured Parties may be limited in its ability to
      effect a sale to the public of all or part of the Pledged Securities by reason
      of certain prohibitions in the Securities Act of 1933, as amended, or other
      federal or state securities laws (collectively, the “Securities Laws”), and may
      be compelled to resort to one or more sales to a restricted group of purchasers
      who may be required to agree to acquire the Pledged Securities for their own
      account, for investment and not with a view to the distribution or resale
      thereof. Each Debtor agrees that sales so made may be at prices and on terms
      less favorable than if the Pledged Securities were sold to the public, and
      that
      the Secured Parties have no obligation to delay the sale of any Pledged
      Securities for the period of time necessary to register the Pledged Securities
      for sale to the public under the Securities Laws. Each Debtor shall cooperate
      with the Secured Parties in its attempt to satisfy any requirements under the
      Securities Laws (including, without limitation, registration thereunder if
      requested by Secured Parties) applicable to the sale of the Pledged Securities
      by the Secured Parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    11. Costs
      and Expenses.
      Each
      Debtor agrees to pay all reasonable out-of-pocket fees, costs and expenses
      incurred in connection with any filing required hereunder, including without
      limitation, any financing statements pursuant to the UCC, continuation
      statements, partial releases and/or termination statements related thereto
      or
      any expenses of any searches reasonably required by the Secured Parties. The
      Debtors shall also pay all other claims and charges which in the reasonable
      opinion of the Secured Parties is reasonably likely to prejudice, imperil or
      otherwise affect the Collateral or the Security Interests therein. The Debtors
      will also, upon demand, pay to the Secured Parties the amount of any and all
      reasonable expenses, including the reasonable fees and expenses of its counsel
      and of any experts and agents, which the Secured Parties, may incur in
      connection with the creation, perfection, protection, satisfaction, foreclosure,
      collection or enforcement of the Security Interest and the preparation,
      administration, continuance, amendment or enforcement of this Agreement and
      pay
      to the Secured Parties the amount of any and all reasonable expenses, including
      the reasonable fees and expenses of its counsel and of any experts and agents,
      which the Secured Parties may incur in connection with (i) the enforcement
      of
      this Agreement, (ii) the custody or preservation of, or the sale of, collection
      from, or other realization upon, any of the Collateral, or (iii) the exercise
      or
      enforcement of any of the rights of the Secured Parties under the Debentures.
      Until so paid, any fees payable hereunder shall be added to the Principal Amount
      of the Debentures and shall bear interest at the Default Rate.

    


    12. Responsibility
      for Collateral.
      The
      Debtors assume all liabilities and responsibility in connection with all
      Collateral, and the Obligations shall in no way be affected or diminished by
      reason of the loss, destruction, damage or theft of any of the Collateral or
      its
      unavailability for any reason. Without limiting the generality of the foregoing,
      (a) no Secured Party (i) has any duty (either before or after an Event of
      Default) to collect any amounts in respect of the Collateral or to preserve
      any
      rights relating to the Collateral, or (ii) has any obligation to clean-up or
      otherwise prepare the Collateral for sale, and (b) each Debtor shall remain
      obligated and liable under each contract or agreement included in the Collateral
      to be observed or performed by such Debtor thereunder. No Secured Party shall
      have any obligation or liability under any such contract or agreement by reason
      of or arising out of this Agreement or the receipt by any Secured Party of
      any
      payment relating to any of the Collateral, nor shall any Secured Party be
      obligated in any manner to perform any of the obligations of any Debtor under
      or
      pursuant to any such contract or agreement, to make inquiry as to the nature
      or
      sufficiency of any payment received by any Secured Party in respect of the
      Collateral or as to the sufficiency of any performance by any party under any
      such contract or agreement, to present or file any claim, to take any action
      to
      enforce any performance or to collect the payment of any amounts which may
      have
      been assigned to the Secured Parties or to which any Secured Party may be
      entitled at any time or times.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    13. Security
      Interests Absolute.
      All
      rights of the Secured Parties and all obligations of the Debtors hereunder,
      shall be absolute and unconditional, irrespective of: (a) any lack of validity
      or enforceability of this Agreement, the Debentures or any agreement entered
      into in connection with the foregoing, or any portion hereof or thereof; (b)
      any
      change in the time, manner or place of payment or performance 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 Debentures or any other agreement
      entered into in connection with the foregoing; (c) any exchange, release or
      nonperfection of any of the Collateral, or any release or amendment or waiver
      of
      or consent to departure from any other collateral for, or any guarantee, or
      any
      other security, for all or any of the Obligations; (d) any action by the Secured
      Parties to obtain, adjust, settle and cancel in its sole discretion any
      insurance claims or matters made or arising in connection with the Collateral;
      or (e) any other circumstance which might otherwise constitute any legal or
      equitable defense available to a Debtor, or a discharge of all or any part
      of
      the Security Interests granted hereby. Until the Obligations shall have been
      paid and performed in full, the rights of the Secured Parties shall continue
      even if the Obligations are barred for any reason, including, without
      limitation, the running of the statute of limitations or bankruptcy. Each Debtor
      expressly waives presentment, protest, notice of protest, demand, notice of
      nonpayment and demand for performance. In the event that at any time any
      transfer of any Collateral or any payment received by the Secured Parties
      hereunder shall be deemed by final order of a court of competent jurisdiction
      to
      have been a voidable preference or fraudulent conveyance under the bankruptcy
      or
      insolvency laws of the United States, or shall be deemed to be otherwise due
      to
      any party other than the Secured Parties, then, in any such event, each Debtor’s
      obligations hereunder shall survive cancellation of this Agreement, and shall
      not be discharged or satisfied by any prior payment thereof and/or cancellation
      of this Agreement, but shall remain a valid and binding obligation enforceable
      in accordance with the terms and provisions hereof. Each Debtor waives all
      right
      to require the Secured Parties to proceed against any other person or entity
      or
      to apply any Collateral which the Secured Parties may hold at any time, or
      to
      marshal assets, or to pursue any other remedy. Each Debtor waives any defense
      arising by reason of the application of the statute of limitations to any
      obligation secured hereby.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    14. Term
      of Agreement.
      This
      Agreement and the Security Interests shall terminate on the date on which all
      payments under the Debentures have been indefeasibly paid in full or otherwise
      satisfied in full and all other Obligations have been paid, discharged or
      satisfied in full; provided, however, that all indemnities of the Debtors
      contained in this Agreement (including, without limitation, Annex B hereto)
      shall survive and remain operative and in full force and effect regardless
      of
      the termination of this Agreement. Upon the termination of this Agreement,
      the
      Secured Parties shall immediately return to the Company any Collateral that
      has
      been delivered to the Secured Parties pursuant to this Agreement.

    


    15. Further
      Assurances.
      On a
      continuing basis, each Debtor will make, execute, acknowledge, deliver, file
      and
      record, as the case may be, with the proper filing and recording agencies in
      any
      jurisdiction, including, without limitation, the jurisdictions indicated on
      Schedule C attached hereto, all such instruments, and take all such action
      as
      may reasonably be deemed necessary or advisable, or as reasonably requested by
      the Secured Party, to perfect the Security Interests granted hereunder and
      otherwise to carry out the intent and purposes of this Agreement, or for
      assuring and confirming to the Secured Party the grant or perfection of a
      perfected security interest in all the Collateral under the UCC.

    


    16. Notices.
      All
      notices, requests, demands and other communications hereunder shall be subject
      to the notice provision of the Purchase Agreement (as such term is defined
      in
      the Debentures).

    


    17. Other
      Security.
      To the
      extent that the Obligations are now or hereafter secured by property other
      than the Collateral or by the guarantee, endorsement or property of any other
      person, firm, corporation or other entity, then the Secured Party shall have
      the
      right, in its sole discretion, to pursue, relinquish, subordinate, modify or
      take any other action with respect thereto, without in any way modifying or
      affecting any of the Secured Party’ rights and remedies hereunder.

    


    18. Miscellaneous.

    


    (a) No
      course
      of dealing between the Debtors and the Secured Parties, nor any failure to
      exercise, nor any delay in exercising, on the part of the Secured Parties,
      any
      right, power or privilege hereunder or under the Debentures shall operate as
      a
      waiver thereof; nor shall any single or partial exercise of any right, power
      or
      privilege hereunder or thereunder preclude any other or further exercise thereof
      or the exercise of any other right, power or privilege.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) All
      of
      the rights and remedies of the Secured Parties with respect to the Collateral,
      whether established hereby or by the Debentures or by any other agreements,
      instruments or documents or by law shall be cumulative and may be exercised
      singly or concurrently.

    (c) This
      Agreement, together with the exhibits and schedules hereto, contain the entire
      understanding of the parties with respect to the subject matter hereof and
      supersede all prior agreements and understandings, oral or written, with respect
      to such matters, which the parties acknowledge have been merged into this
      Agreement and the exhibits and schedules hereto. No provision of this Agreement
      may be waived, modified, supplemented or amended except in a written instrument
      signed, in the case of an amendment, by the Debtors and the Secured Parties
      or,
      in the case of a waiver, by the party against whom enforcement of any such
      waived provision is sought. 

    


    (d) If
      any
      term, provision, covenant or restriction of this Agreement is held by a court
      of
      competent jurisdiction to be invalid, illegal, void or unenforceable, the
      remainder of the terms, provisions, covenants and restrictions set forth herein
      shall remain in full force and effect and shall in no way be affected, impaired
      or invalidated, and the parties hereto shall use their commercially reasonable
      efforts to find and employ an alternative means to achieve the same or
      substantially the same result as that contemplated by such term, provision,
      covenant or restriction. It is hereby stipulated and declared to be the
      intention of the parties that they would have executed the remaining terms,
      provisions, covenants and restrictions without including any of such that may
      be
      hereafter declared invalid, illegal, void or unenforceable.

    


    (e) No
      waiver
      of any default with respect to any provision, condition or requirement of this
      Agreement shall be deemed to be a continuing waiver in the future or a waiver
      of
      any subsequent default or a waiver of any other provision, condition or
      requirement hereof, nor shall any delay or omission of any party to exercise
      any
      right hereunder in any manner impair the exercise of any such
      right.

    


    (f) This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their successors and permitted assigns. The Company and the Guarantors may
      not
      assign this Agreement or any rights or obligations hereunder without the prior
      written consent of each Secured Party (other than by merger). Any Secured Party
      may assign any or all of its rights under this Agreement to any Person (as
      defined in the Purchase Agreement) to whom such Secured Party assigns or
      transfers any Obligations, provided such transferee agrees in writing to be
      bound, with respect to the transferred Obligations, by the provisions of this
      Agreement that apply to the “Secured Parties.”


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (g) Each
      party shall take such further action and execute and deliver such further
      documents as may be necessary or appropriate in order to carry out the
      provisions and purposes of this Agreement.

    


    (h)
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Illinois, without regard to the
      principles of conflicts of law thereof. Each Debtor agrees that all proceedings
      concerning the interpretations, enforcement and defense of the transactions
      contemplated by this Agreement and the Debentures (whether brought against
      a
      party hereto or its respective affiliates, directors, officers, shareholders,
      partners, members, employees or agents) shall be commenced exclusively in the
      state and federal courts sitting in the City of Chicago. Each Debtor hereby
      irrevocably submits to the exclusive jurisdiction of the state and federal
      courts sitting in the City of Chicago for the adjudication of any dispute
      hereunder or in connection herewith or with any transaction contemplated hereby
      or discussed herein, and hereby irrevocably waives, and agrees not to assert
      in
      any proceeding, any claim that it is not personally subject to the jurisdiction
      of any such court, that such proceeding is improper. Each party hereto hereby
      irrevocably waives personal service of process and consents to process being
      served in any such proceeding by mailing a copy thereof via registered or
      certified mail or overnight delivery (with evidence of delivery) to such party
      at the address in effect for notices to it under this Agreement and agrees
      that
      such service shall constitute good and sufficient service of process and notice
      thereof. Nothing contained herein shall be deemed to limit in any way any right
      to serve process in any manner permitted by law. Each party hereto hereby
      irrevocably waives, to the fullest extent permitted by applicable law, any
      and
      all right to trial by jury in any legal proceeding arising out of or relating
      to
      this Agreement or the transactions contemplated hereby. If any party shall
      commence a proceeding to enforce any provisions of this Agreement, then the
      prevailing party in such proceeding shall be reimbursed by the other party
      for
      its reasonable attorney’s fees and other costs and expenses incurred with the
      investigation, preparation and prosecution of such proceeding.

    


    (i) This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original and, all of which taken together
      shall constitute one and the same Agreement. In the event that any signature
      is
      delivered by facsimile transmission, such signature shall create a valid binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      were the original thereof.

    


    (j) All
      Debtors shall jointly and severally be liable for the obligations of each Debtor
      to the Secured Parties hereunder.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (k) Each
      Debtor shall indemnify, reimburse and hold harmless the Secured Parties and
      their respective partners, members, shareholders, officers, directors, employees
      and agents (and any other persons with other titles that have similar functions)
      (collectively,
      “Indemnitees”) from and against any and all losses, claims, liabilities,
      damages, penalties, suits, costs and expenses, of any kind or nature, (including
      fees relating to the cost of investigating and defending any of the foregoing)
      imposed on, incurred by or asserted against such Indemnitee in any way related
      to or arising from or alleged to arise from this Agreement or the Collateral,
      except any such losses, claims, liabilities, damages, penalties, suits, costs
      and expenses which result from the gross negligence or willful misconduct of
      the
      Indemnitee as determined by a final, nonappealable decision of a court of
      competent jurisdiction. This indemnification provision is in addition to, and
      not in limitation of, any other indemnification provision in the Debentures,
      the
      Purchase Agreement (as such term is defined in the Debentures) or any other
      agreement, instrument or other document executed or delivered in connection
      herewith or therewith.

    


    (l) Nothing
      in this Agreement shall be construed to subject any Secured Party to liability
      as a partner in any Debtor or any of its direct or indirect subsidiaries that
      is
      a partnership or as a member in any Debtor or any of its direct or indirect
      subsidiaries that is a limited liability company, nor any Secured Party be
      deemed to have assumed any obligations under any partnership agreement or
      limited liability company agreement, as applicable, of any such Debtor or any
      if
      its direct or indirect subsidiaries or otherwise, unless and until any such
      Secured Party exercises its right to be substituted for such Debtor as a partner
      or member, as applicable, pursuant hereto.

    


    (m) To
      the
      extent that the grant of the security interest in the Collateral and the
      enforcement of the terms hereof require the consent, approval or action of
      any
      partner or member, as applicable, of any Debtor or any direct or indirect
      subsidiary of any Debtor or compliance with any provisions of any of the
      Organizational Documents, the Debtors hereby grant such consent and approval
      and
      waive any such noncompliance with the terms of said documents.

    


    [SIGNATURE
      PAGES FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
      be
      duly executed by their respective authorized signatories as of the date first
      indicated above.

     

    
      	
              ENABLE
                HOLDINGS, INC.

            
	 	 
	
              By:

            	  

	
              Name:
                Jeffrey
                D. Hoffman

            
	
              Title:
                CEO

            


    

    

      
        	
                UBID,
                  INC.

              	 	
                REDTAG
                  LIVE, INC.

              
	 	   	 	 	 
	
                By:

              	  
	 	
                By:

              	  

	
                Name:

              	 	
                Name:

              
	
                Title:

              	 	
                Title:

              
	 	 	 	 	 
	
                DIBU
                  TRADING CORP.

              	 	
                REDTAG,
                  INC.

              
	 	 	 	 	 
	
                By:

              	  
	 	
                By:

              	  

	
                Name:

              	 	
                Name:

              
	
                Title:

              	 	
                Title:

              
	 	 	 	 	 
	
                ENABLE
                  PAYMENT SYSTEMS, INC.

              	 	
                USAAS,
                  INC.

              
	 	 	 	 	 
	
                By:

              	  
	 	
                By:

              	  

	
                Name:

              	 	
                Name:

              
	
                Title:

              	 	
                Title:

              


      

    

    


    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF HOLDERS TO ENABLE SECURITY AGREEMENT]

    


    Name
      of
      Investing Entity: __________________________

    


    Signature
      of Authorized Signatory of Investing entity:
      _________________________

    


    Name
      of
      Authorized Signatory: _________________________

    


    Title
      of
      Authorized Signatory: __________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    to

    SECURITY

    AGREEMENT

    


    FORM
      OF ADDITIONAL DEBTOR JOINDER

     

    Security
      Agreement dated as of October 16, 2008 made by Enable
      Holdings, Inc., a Delaware corporation
      (the
“Company”)
      and
      its subsidiaries party thereto from time to time, as Debtors to and in favor
      of
      the Secured Party identified therein (the “Security
      Agreement”)

    


    Reference
      is made to the Security Agreement as defined above; capitalized terms used
      herein and not otherwise defined herein shall have the meanings given to such
      terms in, or by reference in, the Security Agreement.

    


    The
      undersigned hereby agrees that upon delivery of this Additional Debtor Joinder
      to the Secured Parties referred to above, the undersigned shall (a) be an
      Additional Debtor under the Security Agreement, (b) have all the rights and
      obligations of the Debtors under the Security Agreement as fully and to the
      same
      extent as if the undersigned was an original signatory thereto and (c) be deemed
      to have made the representations and warranties set forth therein as of the
      date
      of execution and delivery of this Additional Debtor Joinder. WITHOUT LIMITING
      THE GENERALITY OF THE FOREGOING, THE UNDERSIGNED SPECIFICALLY GRANTS TO THE
      SECURED PARTIES A SECURITY INTEREST IN THE COLLATERAL AS MORE FULLY SET FORTH
      IN
      THE SECURITY AGREEMENT AND ACKNOWLEDGES AND AGREES TO THE WAIVER OF JURY TRIAL
      PROVISIONS SET FORTH THEREIN.

    


    Attached
      hereto are supplemental and/or replacement Schedules to the Security Agreement,
      as applicable.

    


    An
      executed copy of this Joinder shall be delivered to the Secured Parties, and
      the
      Secured Parties may rely on the matters set forth herein on or after the date
      hereof. This Joinder shall not be modified, amended or terminated without the
      prior written consent of the Secured Parties.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

               IN
      WITNESS WHEREOF, the undersigned has caused this Joinder to be executed in
      the
      name and on behalf of the undersigned.

    


    [Name
      of
      Additional Debtor]

    


    By:

    Name:

    Title:

    


    Address:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     EXHIBIT
      A

    to

    SECURITY

    AGREEMENT

    


    INTELLECTUAL
      PROPERTY SECURITY AGREEMENT

    


    THIS
      INTELLECTUAL PROPERTY SECURITY AGREEMENT is dated as of October 16, 2008 between
      Enable Holdings, Inc. a Delaware corporation (the “Company”),
      all
      of the Subsidiaries of the Company (such subsidiaries, the “Guarantors”
and
      together with the Company, the “Debtors”),
      and
      the holders of the Company’s 18% Senior Secured Debentures due January 16, 2009
      and issued on October 16, 2008 in the original aggregate Principal Amount of
      up
      to $4,000,000 (collectively, the “Debentures”),
      their
      endorsees, transferees and assigns (collectively, the “Secured
      Parties”).

    


    RECITALS

    


    WHEREAS,
      the Secured Parties have agreed to purchase the
      from
      the Company its Debentures
      pursuant
      to that certain Securities
      Purchase Agreement dated as of October 16, 2008 between the Company and the
      Secured Parties signatory thereto (the “Purchase
      Agreement”),
      but
      only upon the condition, among others, that the Debtors shall grant to the
      Secured Parties a security interest in certain Intellectual Property including
      copyrights, trademarks and patents to secure the obligations of the Debtors
      under the Debentures. Capitalized terms used herein and not otherwise defined
      shall have the meaning ascribed to them in that certain Security Agreement
      dated
      as of October 16, 2008 among the Company, the Guarantors and the Secured Parties
      (the “Security
      Agreement”)

    


    NOW,
      THEREFORE, for good and valuable consideration, receipt of which is hereby
      acknowledged, and intending to be legally bound, as collateral security for
      the
      prompt and complete payment when due of its obligations under the Debentures,
      Grantor hereby represents, warrants, covenants and agrees as
      follows:

    


    AGREEMENT

    


    1. To
      secure
      its obligations under the Debentures, the Company and each Debtor grants and
      pledges to the Secured Parties a security interest in all of the right, title
      and interest in, to and under its current and future Copyrights, Patents and
      Trademarks (including without limitation those copyright, patent and trademark
      registrations and applications listed on Schedules A, B and C hereto), and
      including without limitation all proceed thereof (such as, by way of example
      but
      not by way of limitation, license royalties and proceeds of infringement suits),
      the right to sue for past, present and future infringements, all rights
      corresponding thereto throughout the world and all re-issues, divisions
      continuations, renewals, extensions and continuations-in-part
      thereof.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. This
      security interest is granted in conjunction with the security interest granted
      to the Secured Party under the Security Agreement dated as of the date hereof.
      The rights and remedies of the Secured Party with respect to the security
      interest granted hereby are in addition to those set forth in the Debenture,
      the
      Security Agreement and the other Transaction Documents, and those which are
      now
      or hereafter available to the Secured Party as a matter of law or equity. Each
      right, power and remedy of the Secured Party provided for herein or in the
      Debenture or any of the Transaction Documents, or now or hereafter existing
      at
      law or in equity shall be cumulative and concurrent and shall be in addition
      to
      every right, power or remedy provided for herein and the exercise by the Secured
      Party of any one or more of the rights, powers or remedies provided for in
      this
      Intellectual Property Security Agreement, the Debentures or any of the other
      Transaction Documents, or now or hereafter existing at law or in equity, shall
      not preclude the simultaneous or later exercise by any person, including the
      Secured Party, of any or all other rights, powers or remedies.

    


    3. This
      Intellectual Property Security Agreement may be executed in any number of
      separate counterparts, each of which, when so executed, shall be deemed an
      original, and all of said counterparts taken together shall be deemed to
      constitute but one and the same instrument. 

    


    [SIGNATURE
      PAGE FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the parties have caused this Intellectual Property Security
      Agreement to be duly executed by its officers thereunto duly authorized as
      of
      the first date written above.

    


    
      	
              ENABLE
                HOLDINGS, INC.

            
	 
	
              By:

            	 
              
	
              Name:
                Jeffrey D. Hoffman

            
	
              Title:
                CEO

            


    

    


    
      	
              UBID,
                INC.

            	 	
              REDTAG
                LIVE, INC.

            
	 	 	 
	
              By:

            	 
              	 	
              By:

            	 
              
	
              Name:
                

            	 	
              Name:
                

            
	
              Title:

            	 	
              Title:
                

            
	 	 	 	 	 
	
              DIBU
                TRADING CORP.

            	 	
              REDTAG,
                INC.

            
	 	 	 	 	 
	
              By:

            	 
              	 	
              By:

            	 
              
	
              Name:
                

            	 	
              Name:
                

            
	
              Title:

            	 	
              Title:
                

            
	 	 	 	 	 
	
              ENABLE
                PAYMENT SYSTEMS, INC.

            	 	
              USAAS,
                INC.

            
	 	 	 
	
              By:

            	 
              	 	
              By:

            	 
              
	
              Name:
                

            	 	
              Name:
                

            
	
              Title:

            	 	
              Title:
                

            


    

    


    [SIGNATURE
      PAGE OF SECURED PARTIES TO ENABLE INTELLECTUAL 

    PROPERTY
      SECURITY AGREEMENT FOLLOWS]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF SECURED PARTIES TO ENABLE INTELLECTUAL 

    PROPERTY
      SECURITY AGREEMENT]

    


    Name
      of
      Investing Entity: __________________________

    


    Signature
      of Authorized Signatory of Investing entity:
      _________________________

    


    Name
      of
      Authorized Signatory: _________________________

    


    Title
      of
      Authorized Signatory: __________________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      B

    


    SUBSIDIARY
      GUARANTEE

    


    SUBSIDIARY
      GUARANTEE, dated as of October 16, 2008 (this "Guarantee"),
      made
      by each of the signatories hereto (together with any other entity that may
      become a party hereto as provided herein, the "Guarantors"),
      in
      favor of the purchasers signatory (together with their permitted assigns, the
      "Purchasers")
      to
      that certain Securities Purchase Agreement, dated as of the date hereof, between
      Enable Holdings, Inc. a Delaware corporation (the "Company")
      and
      the Purchasers.

    


    WITNESSETH:

    


    WHEREAS,
      pursuant to that certain Securities Purchase Agreement, dated as of the date
      hereof, by and between the Company and the Purchasers (the "Purchase
      Agreement"),
      the
      Company has agreed to sell and issue to the Purchasers, and the Purchasers
      have
      agreed to purchase from the Company the Debentures, subject to the terms and
      conditions set forth therein; and

     

    WHEREAS,
      each Guarantor will directly benefit from the extension of credit to the Company
      represented by the issuance of the Debentures; and
       

     

    NOW,
      THEREFORE, in consideration of the premises and to induce the Purchasers to
      enter into the Purchase Agreement and to carry out the transactions contemplated
      thereby, each Guarantor hereby agrees with the Purchasers as
      follows:

     

    1. Definitions.
      Unless
      otherwise defined herein, terms defined in the Purchase Agreement and used
      herein shall have the meanings given to them in the Purchase Agreement. The
      words "hereof," "herein," "hereto" and "hereunder" and words of similar import
      when used in this Guarantee shall refer to this Guarantee as a whole and not
      to
      any particular provision of this Guarantee, and Section and Schedule references
      are to this Guarantee unless otherwise specified. The meanings given to terms
      defined herein shall be equally applicable to both the singular and plural
      forms
      of such terms.  The following terms shall have the following
      meanings:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    "Guarantee"
      means
      this Subsidiary Guarantee, as the same may be amended, supplemented or otherwise
      modified from time to time.

     

    "Obligations"
      means,
      in addition to all other costs and expenses of collection incurred by Purchasers
      in enforcing any of such Obligations and/or this Guarantee, all of the
      liabilities and obligations (primary, secondary, direct, contingent, sole,
      joint
      or several) due or to become due, or that are now or may be hereafter contracted
      or acquired, or owing to, of the Company or any Guarantor to the Purchasers,
      including, without limitation, all obligations under this Guarantee, the
      Debentures and any other instruments, agreements or other documents executed
      and/or delivered in connection herewith or therewith, in each case, whether
      now
      or hereafter existing, voluntary or involuntary, direct or indirect, absolute
      or
      contingent, liquidated or unliquidated, whether or not jointly owed with others,
      and whether or not from time to time decreased or extinguished and later
      increased, created or incurred, and all or any portion of such obligations
      or
      liabilities that are paid, to the extent all or any part of such payment is
      avoided or recovered directly or indirectly from any of the Purchasers as a
      preference, fraudulent transfer or otherwise as such obligations may be amended,
      supplemented, converted, extended or modified from time to time.  Without
      limiting the generality of the foregoing, the term "Obligations" shall include,
      without limitation: (i) principal of, and interest on the Debentures and the
      loans extended pursuant thereto; (ii) any and all other fees, indemnities,
      costs, obligations and liabilities of the Company or any Guarantor from time
      to
      time under or in connection with this Guarantee, the Debentures and any other
      instruments, agreements or other documents executed and/or delivered in
      connection herewith or therewith; and (iii) all amounts (including but not
      limited to post-petition interest) in respect of the foregoing that would be
      payable but for the fact that the obligations to pay such amounts are
      unenforceable or not allowable due to the existence of a bankruptcy,
      reorganization or similar proceeding involving the Company or any
      Guarantor.

     

    2. Guarantee.

    


    (a) Guarantee.

    


    (i) The
      Guarantors hereby, jointly and severally, unconditionally and irrevocably,
      guarantee to the Purchasers and their respective successors, indorsees,
      transferees and assigns, the prompt and complete payment and performance when
      due (whether at the stated maturity, by acceleration or otherwise) of the
      Obligations.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (ii) Anything
      herein or in any other Transaction Document to the contrary notwithstanding,
      the
      maximum liability of each Guarantor hereunder and under the other Transaction
      Documents shall in no event exceed the amount which can be guaranteed by such
      Guarantor under applicable federal and state laws, including laws relating
      to
      the insolvency of debtors, fraudulent conveyance or transfer or laws affecting
      the rights of creditors generally (after giving effect to the right of
      contribution established in Section 2(b)).

    


    (iii) Each
      Guarantor agrees that the Obligations may at any time and from time to time
      exceed the amount of the liability of such Guarantor hereunder without impairing
      the guarantee contained in this Section 2 or affecting the rights and remedies
      of the Purchasers hereunder.

    


    (iv) The
      guarantee contained in this Section 2 shall remain in full force and effect
      until all the Obligations and the obligations of each Guarantor under the
      guarantee contained in this Section 2 shall have been paid in full or otherwise
      fully satisfied and discharged.

    


    (v) No
      payment made by the Company, any of the Guarantors, any other guarantor or
      any
      other Person or received or collected by the Purchasers from the Company, any
      of
      the Guarantors, any other guarantor or any other Person by virtue of any action
      or proceeding or any set-off or appropriation or application at any time or
      from
      time to time in reduction of or in payment of the Obligations shall be deemed
      to
      modify, reduce, release or otherwise affect the liability of any Guarantor
      hereunder which shall, notwithstanding any such payment (other than any payment
      made by such Guarantor in respect of the Obligations or any payment received
      or
      collected from such Guarantor in respect of the Obligations), remain liable
      for
      the Obligations up to the maximum liability of such Guarantor hereunder until
      the Obligations are indefeasibly paid in full.

    


    (vi) Notwithstanding
      anything to the contrary in this Guarantee, with respect to any defaulted
      non-monetary Obligations the specific performance of which by the Guarantors
      is
      not reasonably possible (e.g. the issuance of the Company's Common Stock),
      the
      Guarantors shall only be liable for making the Purchasers whole on a monetary
      basis for the Company's failure to perform such Obligations in accordance with
      the Transaction Documents.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) Right
      of Contribution.
      Subject
      to Section 2(c), each Guarantor hereby agrees that to the extent that a
      Guarantor shall have paid more than its proportionate share of any payment
      made
      hereunder, such Guarantor shall be entitled to seek and receive contribution
      from and against any other Guarantor hereunder which has not paid its
      proportionate share of such payment. Each Guarantor's right of contribution
      shall be subject to the terms and conditions of Section 2(c). The provisions
      of
      this Section 2(b) shall in no respect limit the obligations and liabilities
      of
      any Guarantor to the Purchasers and each Guarantor shall remain liable to the
      Purchasers for the full amount guaranteed by such Guarantor
      hereunder.

    


    (c) No
      Subrogation.
       Notwithstanding any payment made by any Guarantor hereunder or any set-off
      or application of funds of any Guarantor by the Purchasers, no Guarantor shall
      be entitled to be subrogated to any of the rights of the Purchasers against
      the
      Company or any other Guarantor or any collateral security or guarantee or right
      of offset held by the Purchasers for the payment of the Obligations, nor shall
      any Guarantor seek or be entitled to seek any contribution or reimbursement
      from
      the Company or any other Guarantor in respect of payments made by such Guarantor
      hereunder, until all amounts owing to the Purchasers by the Company on account
      of the Obligations are indefeasibly paid in full. If any amount shall be paid
      to
      any Guarantor on account of such subrogation rights at any time when all of
      the
      Obligations shall not have been paid in full, such amount shall be held by
      such
      Guarantor in trust for the Purchasers, segregated from other funds of such
      Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over
      to the Purchasers in the exact form received by such Guarantor (duly indorsed
      by
      such Guarantor to the Purchasers, if required), to be applied against the
      Obligations, whether matured or unmatured, in such order as the Purchasers
      may
      determine.

    


    (d) Amendments,
      Etc. With Respect to the Obligations.
      Each
      Guarantor shall remain obligated hereunder notwithstanding that, without any
      reservation of rights against any Guarantor and without notice to or further
      assent by any Guarantor, any demand for payment of any of the Obligations made
      by the Purchasers may be rescinded by the Purchasers and any of the Obligations
      continued, and the Obligations, or the liability of any other Person upon or
      for
      any part thereof, or any collateral security or guarantee therefor or right
      of
      offset with respect thereto, may, from time to time, in whole or in part, be
      renewed, extended, amended, modified, accelerated, compromised, waived,
      surrendered or released by the Purchasers, and the Purchase Agreement and the
      other Transaction Documents and any other documents executed and delivered
      in
      connection therewith may be amended, modified, supplemented or terminated,
      in
      whole or in part, as the Purchasers may deem advisable from time to time, and
      any collateral security, guarantee or right of offset at any time held by the
      Purchasers for the payment of the Obligations may be sold, exchanged, waived,
      surrendered or released. The Purchasers shall have no obligation to protect,
      secure, perfect or insure any Lien at any time held by them as security for
      the
      Obligations or for the guarantee contained in this Section 2 or any property
      subject thereto.  


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (e) Guarantee
      Absolute and Unconditional.
      Each
      Guarantor waives any and all notice of the creation, renewal, extension or
      accrual of any of the Obligations and notice of or proof of reliance by the
      Purchasers upon the guarantee contained in this Section 2 or acceptance of
      the
      guarantee contained in this Section 2; the Obligations, and any of them, shall
      conclusively be deemed to have been created, contracted or incurred, or renewed,
      extended, amended or waived, in reliance upon the guarantee contained in this
      Section 2; and all dealings between the Company and any of the Guarantors,
      on
      the one hand, and the Purchasers, on the other hand, likewise shall be
      conclusively presumed to have been had or consummated in reliance upon the
      guarantee contained in this Section 2. Each Guarantor waives to the extent
      permitted by law diligence, presentment, protest, demand for payment and notice
      of default or nonpayment to or upon the Company or any of the Guarantors with
      respect to the Obligations. Each Guarantor understands and agrees that the
      guarantee contained in this Section 2 shall be construed as a continuing,
      absolute and unconditional guarantee of payment and performance without regard
      to (a) the validity or enforceability of the Purchase Agreement or any other
      Transaction Document, any of the Obligations or any other collateral security
      therefor or guarantee or right of offset with respect thereto at any time or
      from time to time held by the Purchasers, (b) any defense, set-off or
      counterclaim (other than a defense of payment or performance or fraud by
      Purchasers) which may at any time be available to or be asserted by the Company
      or any other Person against the Purchasers, or (c) any other circumstance
      whatsoever (with or without notice to or knowledge of the Company or such
      Guarantor) which constitutes, or might be construed to constitute, an equitable
      or legal discharge of the Company for the Obligations, or of such Guarantor
      under the guarantee contained in this Section 2, in bankruptcy or in any other
      instance. When making any demand hereunder or otherwise pursuing its rights
      and
      remedies hereunder against any Guarantor, the Purchasers may, but shall be
      under
      no obligation to, make a similar demand on or otherwise pursue such rights
      and
      remedies as they may have against the Company, any other Guarantor or any other
      Person or against any collateral security or guarantee for the Obligations
      or
      any right of offset with respect thereto, and any failure by the Purchasers
      to
      make any such demand, to pursue such other rights or remedies or to collect
      any
      payments from the Company, any other Guarantor or any other Person or to realize
      upon any such collateral security or guarantee or to exercise any such right
      of
      offset, or any release of the Company, any other Guarantor or any other Person
      or any such collateral security, guarantee or right of offset, shall not relieve
      any Guarantor of any obligation or liability hereunder, and shall not impair
      or
      affect the rights and remedies, whether express, implied or available as a
      matter of law, of the Purchasers against any Guarantor. For the purposes hereof,
      "demand" shall include the commencement and continuance of any legal
      proceedings.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (f) Reinstatement.
      The
      guarantee contained in this Section 2 shall continue to be effective, or be
      reinstated, as the case may be, if at any time payment, or any part thereof,
      of
      any of the Obligations is rescinded or must otherwise be restored or returned
      by
      the Purchasers upon the insolvency, bankruptcy, dissolution, liquidation or
      reorganization of the Company or any Guarantor, or upon or as a result of the
      appointment of a receiver, intervenor or conservator of, or trustee or similar
      officer for, the Company or any Guarantor or any substantial part of its
      property, or otherwise, all as though such payments had not been
      made.

    


    (g) Payments.
      Each
      Guarantor hereby guarantees that payments hereunder will be paid to the
      Purchasers without set-off or counterclaim in U.S. dollars at the address set
      forth or referred to in the Signature Pages to the Purchase
      Agreement.

    


    3. Representations
      and Warranties.
      Each
      Guarantor hereby makes the following representations and warranties to
      Purchasers as of the date hereof:

    


    (a) Organization
      and Qualification.
      The
      Guarantor is a corporation, duly incorporated, validly existing and in good
      standing under the laws of the applicable jurisdiction set forth on Schedule
      1,
      with the requisite corporate power and authority to own and use its properties
      and assets and to carry on its business as currently conducted. The Guarantor
      has no subsidiaries other than those identified as such on the Disclosure
      Schedules to the Purchase Agreement. The Guarantor is duly qualified to do
      business and is in good standing as a foreign corporation in each jurisdiction
      in which the nature of the business conducted or property owned by it makes
      such
      qualification necessary, except where the failure to be so qualified or in
      good
      standing, as the case may be, could not, individually or in the aggregate,
      (x)
      adversely affect the legality, validity or enforceability of any of this
      Guaranty in any material respect, (y) have a material adverse effect on the
      results of operations, assets, prospects, or financial condition of the
      Guarantor or (z) adversely impair in any material respect the Guarantor's
      ability to perform fully on a timely basis its obligations under this Guaranty
      (a "Material
      Adverse Effect").


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (b) Authorization;
      Enforcement.
       The Guarantor has the requisite corporate power and authority to enter
      into and to consummate the transactions contemplated by this Guaranty, and
      otherwise to carry out its obligations hereunder. The execution and delivery
      of
      this Guaranty by the Guarantor and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all requisite corporate action
      on the part of the Guarantor. This Guaranty has been duly executed and delivered
      by the Guarantor and constitutes the valid and binding obligation of the
      Guarantor enforceable against the Guarantor in accordance with its terms, except
      as such enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium, liquidation or similar laws relating to, or
      affecting generally the enforcement of, creditors' rights and remedies or by
      other equitable principles of general application.

    


    (c) No
      Conflicts.
      The
      execution, delivery and performance of this Guaranty by the Guarantor and the
      consummation by the Guarantor of the transactions contemplated thereby do not
      and will not (i) conflict with or violate any provision of its Certificate
      of
      Incorporation or By-laws or (ii) conflict with, constitute a default (or an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement, indenture or instrument to which the Guarantor
      is a party, or (iii) result in a violation of any law, rule, regulation, order,
      judgment, injunction, decree or other restriction of any court or governmental
      authority to which the Guarantor is subject (including Federal and State
      securities laws and regulations), or by which any material property or asset
      of
      the Guarantor is bound or affected, except in the case of each of clauses (ii)
      and (iii), such conflicts, defaults, terminations, amendments, accelerations,
      cancellations and violations as could not, individually or in the aggregate,
      have or result in a Material Adverse Effect. The business of the Guarantor
      is
      not being conducted in violation of any law, ordinance or regulation of any
      governmental authority, except for violations which, individually or in the
      aggregate, do not have a Material Adverse Effect.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (d) Consents
      and Approvals.
      The
      Guarantor is not required to obtain any consent, waiver, authorization or order
      of, or make any filing or registration with, any court or other federal, state,
      local, foreign or other governmental authority or other person in connection
      with the execution, delivery and performance by the Guarantor of this
      Guaranty.

    


    (e) Purchase
      Agreement.
      The
      representations and warranties of the Company set forth in the Purchase
      Agreement as they relate to such Guarantor, each of which is hereby incorporated
      herein by reference, are true and correct as of each time such representations
      are deemed to be made pursuant to such Purchase Agreement, and the Purchasers
      shall be entitled to rely on each of them as if they were fully set forth
      herein, provided that each reference in each such representation and warranty
      to
      the Company's knowledge shall, for the purposes of this Section 3, be deemed
      to
      be a reference to such Guarantor's knowledge.

    


    (f) Foreign
      Law.
       Each Guarantor has consulted with appropriate foreign legal counsel with
      respect to any of the above representations for which non-U.S. law is
      applicable. Such foreign counsel have advised each applicable Guarantor that
      such counsel knows of no reason why any of the above representations would
      not
      be true and accurate. Such foreign counsel were provided with copies of this
      Subsidiary Guarantee and the Transaction Documents prior to rendering their
      advice.

    


    4. Covenants.
       

    


    (a) Each
      Guarantor covenants and agrees with the Purchasers that, from and after the
      date
      of this Guarantee until the Obligations shall have been indefeasibly paid in
      full, such Guarantor shall take, and/or shall refrain from taking, as the case
      may be, each commercially reasonable action that is necessary to be taken or
      not
      taken, as the case may be, so that no Event of Default (as defined in the
      Debentures) is caused by the failure to take such action or to refrain from
      taking such action by such Guarantor.

     

    (b) So
      long
      as any of the Obligations are outstanding, unless Purchasers holding at least
      75% of the aggregate Principal Amount of the then outstanding Debentures shall
      otherwise consent in writing, each Guarantor will not directly or indirectly
      on
      or after the date of this Guarantee:


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    i. other
      than Permitted Indebtedness (as defined in the Debentures), enter into, create,
      incur, assume or suffer to exist any indebtedness for borrowed money of any
      kind, including but not limited to, a guarantee, on or with respect to any
      of
      its property or assets now owned or hereafter acquired or any interest therein
      or any income or profits therefrom;

     

    ii. other
      than Permitted Liens (as defined in the Debentures), enter into, create, incur,
      assume or suffer to exist any liens of any kind, on or with respect to any
      of
      its property or assets now owned or hereafter acquired or any interest therein
      or any income or profits therefrom;

    


    iii. amend
      its
      certificate of incorporation, bylaws or other charter documents so as to
      adversely affect any rights of any Purchaser;

    


    iv. repay,
      repurchase or offer to repay, repurchase or otherwise acquire more than a de
      minimis number of shares of its securities or debt obligations;

    


    v. pay
      cash
      dividends on any equity securities of the Company;

    


    vi. enter
      into any transaction with any Affiliate of the Guarantor which would be required
      to be disclosed in any public filing of the Company with the Commission, unless
      such transaction is made on an arm’s-length basis and expressly approved by a
      majority of the disinterested directors of the Company (even if less than a
      quorum otherwise required for board approval); or

    


    vii. enter
      into any agreement with respect to any of the foregoing.

    


    5. Miscellaneous.

    


    (a) Amendments
      in Writing.
      None of
      the terms or provisions of this Guarantee may be waived, amended, supplemented
      or otherwise modified except in writing by the Purchasers.

    


    (b) Notices.
      All
      notices, requests and demands to or upon the Purchasers or any Guarantor
      hereunder shall be effected in the manner provided for in the Purchase
      Agreement, provided that any such notice, request or demand to or upon any
      Guarantor shall be addressed to such Guarantor at its notice address set forth
      on Schedule
      5(b).


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) No
      Waiver By Course Of Conduct; Cumulative Remedies.
      The
      Purchasers shall not by any act (except by a written instrument pursuant to
      Section 5(a)), delay, indulgence, omission or otherwise be deemed to have waived
      any right or remedy hereunder or to have acquiesced in any default under the
      Transaction Documents or Event of Default. No failure to exercise, nor any
      delay
      in exercising, on the part of the Purchasers, 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 Purchasers of any right or remedy hereunder on any one occasion
      shall not be construed as a bar to any right or remedy which the Purchasers
      would otherwise have on any future occasion. The rights and remedies herein
      provided are cumulative, may be exercised singly or concurrently and are not
      exclusive of any other rights or remedies provided by law.

    


    (d) Enforcement
      Expenses; Indemnification.

    


    (i) Each
      Guarantor agrees to pay, or reimburse the Purchasers for, all its costs and
      expenses incurred in collecting against such Guarantor under the guarantee
      contained in Section 2 or otherwise enforcing or preserving any rights under
      this Guarantee and the other Transaction Documents to which such Guarantor
      is a
      party, including, without limitation, the reasonable fees and disbursements
      of
      counsel to the Purchasers.

     

    (ii) Each
      Guarantor agrees to pay, and to save the Purchasers harmless from, any and
      all
      liabilities with respect to, or resulting from any delay in paying, any and
      all
      stamp, excise, sales or other taxes which may be payable or determined to be
      payable in connection with any of the transactions contemplated by this
      Guarantee.

    


    (iii) Each
      Guarantor agrees to pay, and to save the Purchasers harmless from, any and
      all
      liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
      costs, expenses or disbursements of any kind or nature whatsoever with respect
      to the execution, delivery, enforcement, performance and administration of
      this
      Guarantee to the extent the Company would be required to do so pursuant to
      the
      Purchase Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iv) The
      agreements in this Section shall survive repayment of the Obligations and all
      other amounts payable under the Purchase Agreement and the other Transaction
      Documents.

    


    (e) Successor
      and Assigns.
      This
      Guarantee shall be binding upon the successors and assigns of each Guarantor
      and
      shall inure to the benefit of the Purchasers and their respective successors
      and
      assigns; provided that no Guarantor may assign, transfer or delegate any of
      its
      rights or obligations under this Guarantee without the prior written consent
      of
      the Purchasers.

    


    (f) Set-Off.
      Each
      Guarantor hereby irrevocably authorizes the Purchasers at any time and from
      time
      to time while an Event of Default under any of the Transaction Documents shall
      have occurred and be continuing, without notice to such Guarantor or any other
      Guarantor, any such notice being expressly waived by each Guarantor, to set-off
      and appropriate and apply any and all deposits, credits, indebtedness or claims,
      in any currency, in each case whether direct or indirect, absolute or
      contingent, matured or unmatured, at any time held or owing by the Purchasers
      to
      or for the credit or the account of such Guarantor, or any part thereof in
      such
      amounts as the Purchasers may elect, against and on account of the obligations
      and liabilities of such Guarantor to the Purchasers hereunder and claims of
      every nature and description of the Purchasers against such Guarantor, in any
      currency, whether arising hereunder, under the Purchase Agreement, any other
      Transaction Document or otherwise, as the Purchasers may elect, whether or
      not
      the Purchasers have made any demand for payment and although such obligations,
      liabilities and claims may be contingent or unmatured. The Purchasers shall
      notify such Guarantor promptly of any such set-off and the application made
      by
      the Purchasers of the proceeds thereof, provided that the failure to give such
      notice shall not affect the validity of such set-off and application. The rights
      of the Purchasers under this Section are in addition to other rights and
      remedies (including, without limitation, other rights of set-off) which the
      Purchasers may have.

    


    (g) Counterparts.
      This
      Guarantee may be executed by one or more of the parties to this Guarantee on
      any
      number of separate counterparts (including by telecopy), and all of said
      counterparts taken together shall be deemed to constitute one and the same
      instrument.

    


    (h) Severability.
      Any
      provision of this Guarantee 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.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (i) Section
      Headings.
      The
      Section headings used in this Guarantee are for convenience of reference only
      and are not to affect the construction hereof or be taken into consideration
      in
      the interpretation hereof.

    


    (j) Integration.
      This
      Guarantee and the other Transaction Documents represent the agreement of the
      Guarantors and the Purchasers with respect to the subject matter hereof and
      thereof, and there are no promises, undertakings, representations or warranties
      by the Purchasers relative to subject matter hereof and thereof not expressly
      set forth or referred to herein or in the other Transaction
      Documents.

    


    (k) Governing
      Laws.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Guarantee shall be governed by and construed and enforced in accordance
      with the internal laws of the State of Illinois, without regard to the
      principles of conflicts of law thereof.  Each of the Company and the
      Guarantors agree that all proceedings concerning the interpretations,
      enforcement and defense of the transactions contemplated by this Guarantee
      (whether brought against a party hereto or its respective affiliates, directors,
      officers, shareholders, partners, members, employees or agents) shall be
      commenced exclusively in the state and federal courts sitting in the City of
      Chicago. Each of the Company and the Guarantors hereby irrevocably submits to
      the exclusive jurisdiction of the state and federal courts sitting in the City
      of Chicago for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein, and
      hereby irrevocably waives, and agrees not to assert in any proceeding, any
      claim
      that it is not personally subject to the jurisdiction of any such court, that
      such proceeding is improper. Each party hereto hereby irrevocably waives
      personal service of process and consents to process being served in any such
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Guarantee and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law.  Each party hereto hereby irrevocably
      waives, to the fullest extent permitted by applicable law, any and all right
      to
      trial by jury in any legal proceeding arising out of or relating to this
      Guarantee or the transactions contemplated hereby.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (l) Acknowledgements.
       Each Guarantor hereby acknowledges that:

    


    (i) it
      has
      been advised by counsel in the negotiation, execution and delivery of this
      Guarantee and the other Transaction Documents to which it is a
      party;

     

    (ii) the
      Purchasers have no fiduciary relationship with or duty to any Guarantor arising
      out of or in connection with this Guarantee or any of the other Transaction
      Documents, and the relationship between the Guarantors, on the one hand, and
      the
      Purchasers, on the other hand, in connection herewith or therewith is solely
      that of debtor and creditor; and

    


    (iii) no
      joint
      venture is created hereby or by the other Transaction Documents or otherwise
      exists by virtue of the transactions contemplated hereby among the Guarantors
      and the Purchasers.

    


    (m) Additional
      Guarantors.
       The Company shall cause each of its subsidiaries formed or acquired on or
      subsequent to the date hereof to become a Guarantor for all purposes of this
      Guarantee by executing and delivering an Assumption Agreement in the form of
      Annex 1 hereto.

    


    (n) Release
      of Guarantors.
      Each
      Guarantor will be released from all liability hereunder concurrently with the
      indefeasible repayment in full of all amounts owed under the Purchase Agreement,
      the Debentures and the other Transaction Documents.

    


    (o) Seniority.
      The
      Obligations of each of the Guarantors hereunder rank senior in priority to
      any
      other Indebtedness (as defined in the Purchase Agreement) of such
      Guarantor.

    


    (p) WAIVER
      OF JURY TRIAL.
      EACH
      GUARANTOR AND, BY ACCEPTANCE OF THE BENEFITS HEREOF, THE PURCHASERS, HEREBY
      IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR
      PROCEEDING RELATING TO THIS GUARANTEE AND FOR ANY COUNTERCLAIM
      THEREIN.

     

    *********************

    (Signature
      Pages Follow)


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly
      executed and delivered as of the date first above written.

     

    
      
        	
                UBID,
                  INC.

              	 	
                REDTAG
                  LIVE, INC.

              
	 	 	 
	
                By:

              	 
                	 	
                By:

              	 
                
	
                Name:
                  

              	 	
                Name:
                  

              
	
                Title:

              	 	
                Title:
                  

              
	 	 	 	 	 
	
                DIBU
                  TRADING CORP.

              	 	
                REDTAG,
                  INC.

              
	 	 	 	 	 
	
                By:

              	 
                	 	
                By:

              	 
                
	
                Name:
                  

              	 	
                Name:
                  

              
	
                Title:

              	 	
                Title:
                  

              
	 	 	 	 	 
	
                ENABLE
                  PAYMENT SYSTEMS, INC.

              	 	
                USAAS,
                  INC.

              
	 	 	 
	
                By:

              	 
                	 	
                By:

              	 
                
	
                Name:
                  

              	 	
                Name:
                  

              
	
                Title:

              	 	
                Title:
                  

              


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Annex
      1 to

    SUBSIDIARY
      GUARANTEE

    


    ASSUMPTION
      AGREEMENT, dated as of __________, 200_ made by ____________, a _________
      corporation (the "Additional
      Guarantor"),
      in
      favor of the Purchasers pursuant to the Purchase Agreement referred to below.
      All capitalized terms not defined herein shall have the meaning ascribed to
      them
      in such Purchase Agreement.

     

    WITNESSETH
      :

     

    WHEREAS,
      Enable Holdings, Inc., a Delaware corporation (the "Company")
      and
      the Purchasers have entered into a Securities Purchase Agreement, dated as
      of
      October 16, 2008 (as amended, supplemented or otherwise modified from time
      to
      time, the "Purchase
      Agreement");

     

    WHEREAS,
      in connection with the Purchase Agreement, the Subsidiaries of the Company
      (other than the Additional Guarantor) have entered into the Subsidiary
      Guarantee, dated as of October 16, 2008 (as amended, supplemented or otherwise
      modified from time to time, the "Guarantee")
      in
      favor of the Purchasers;

     

    WHEREAS,
      the Purchase Agreement requires the Additional Guarantor to become a party
      to
      the Guarantee; and

            

    WHEREAS,
      the Additional Guarantor has agreed to execute and deliver this Assumption
      Agreement in order to become a party to the Guarantee;

    


    NOW,
      THEREFORE, IT IS AGREED:

    


    1. Guarantee.
      By
      executing and delivering this Assumption Agreement, the Additional Guarantor,
      as
      provided in Section 5(m) of the Guarantee, hereby becomes a party to the
      Guarantee as a Guarantor thereunder with the same force and effect as if
      originally named therein as a Guarantor and, without limiting the generality
      of
      the foregoing, hereby expressly assumes all obligations and liabilities of
      a
      Guarantor thereunder. The information set forth in Annex 1 hereto is hereby
      added to the information set forth in Schedule 1 to the Guarantee. The
      Additional Guarantor hereby represents and warrants that each of the
      representations and warranties contained in Section 3 of the Guarantee is true
      and correct on and as the date hereof as to such Additional Guarantor (after
      giving effect to this Assumption Agreement) as if made on and as of such
      date.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    2. Governing
      Law.
      THIS
      ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
      ACCORDANCE WITH, THE LAW OF THE STATE OF ILLINOIS.

    


                      IN
      WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be
      duly
      executed and delivered as of the date first above written.

    


    [NAME
      OF
      ADDITIONAL GUARANTOR]

    


    
      	
              By:

            	  

	
              Name:
                

            
	
              Title: