SECURITY AGREEMENT


                                      among


                              VIRTUAL VISION, INC.,

                       the SECURED CREDITOR set out herein

                                       and



                            ALLIGATOR HOLDINGS, INC.,


                               as COLLATERAL AGENT


                        --------------------------------

                            Dated as of June 20, 2002

                        --------------------------------



<PAGE>

<TABLE>

<S>                                                                                                              <C>

ARTICLE I

         SECURITY INTERESTS.......................................................................................1

         1.1  Grant of Security Interests.........................................................................1
         1.2  Power of Attorney...................................................................................3

ARTICLE II

         GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS........................................................3

         2.1  Necessary Filings...................................................................................3
         2.2  No Liens............................................................................................4
         2.3  Other Financing Statements..........................................................................4
         2.4  Chief Executive Office, Record Locations............................................................4
         2.5  Location of Inventory and Equipment.................................................................4
         2.6  Legal Names; Type of Organization; Jurisdiction of Organization;
                Location; Organizational Identification Numbers; Changes Thereto; etc.............................4
         2.7  Trade Names; Etc....................................................................................5
         2.8  Certain Significant Transactions....................................................................5
         2.9  Recourse............................................................................................5

ARTICLE III

         SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS; INSTRUMENTS;
           AND CERTAIN OTHER SUBSIDIARY COLLATERAL................................................................5

         3.1  Additional Representations and Warranties...........................................................5
         3.2  Maintenance of Records..............................................................................6
         3.3  Direction to Account Debtors; Contracting Parties; etc..............................................6
         3.4  Modification of Terms; etc..........................................................................7
         3.5  Collection..........................................................................................7
         3.6  Instruments.........................................................................................7
         3.7  Assignor Remains Liable Under Accounts..............................................................7
         3.8  Assignor Remains Liable Under Contracts.............................................................8
         3.9  Further Actions.....................................................................................8

ARTICLE IV

         SPECIAL PROVISIONS CONCERNING TRADEMARKS.................................................................8

         4.1  Additional Representations and Warranties...........................................................8


                                       i


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                               Table of Contents
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         4.2  Licenses and Assignments............................................................................9
         4.3  Infringements.......................................................................................9
         4.4  Preservation of Marks...............................................................................9
         4.5  Maintenance of Registration.........................................................................9
         4.6  Future Registered Marks.............................................................................9
         4.7  Remedies............................................................................................9

ARTICLE V

         SPECIAL PROVISIONS CONCERNING PATENTS,  COPYRIGHTS AND TRADE SECRETS....................................10

         5.1  Additional Representations and Warranties..........................................................10
         5.2  Licenses and Assignments...........................................................................10
         5.3  Infringements......................................................................................10
         5.4  Maintenance of Patents or Copyright................................................................11
         5.5  Prosecution of Patent Applications.................................................................11
         5.6  Other Patents and Copyrights.......................................................................11
         5.7  Remedies...........................................................................................11

ARTICLE VI

         PROVISIONS CONCERNING ALL SUBSIDIARY COLLATERAL.........................................................11

         6.1  Protection of Collateral Agent's Security..........................................................11
         6.2  Warehouse Receipts Non-negotiable..................................................................12
         6.3  Additional Information.............................................................................12
         6.4  Further Actions....................................................................................12
         6.5  Financing Statements...............................................................................12

ARTICLE VII

         REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT.........................................................13

         7.1  Remedies; Obtaining the Subsidiary Collateral Upon Default.........................................13
         7.2  Remedies; Disposition of the Subsidiary Collateral.................................................14
         7.3  Waiver of Claims...................................................................................15
         7.4  Application of Proceeds............................................................................15
         7.5  Remedies Cumulative................................................................................16
         7.6  Discontinuance of Proceedings......................................................................16


                                       ii

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                               Table of Contents
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                                  (continued)


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ARTICLE VIII

         INDEMNITY; APPOINTMENT OF COLLATERAL AGENT BY SECURED PARTIES...........................................16

         8.1  Indemnity; Indemnity by Assignor...................................................................16
         8.2  Indemnity Obligations Secured by Subsidiary Collateral; Survival...................................17
         8.3  Appointment and Authorization of Collateral Agent..................................................17
         8.4  Delegation of Duties...............................................................................18
         8.5  Liability of Collateral Agent......................................................................18
         8.6  Reliance by Collateral Agent.......................................................................19
         8.7  Notice of Default..................................................................................19
         8.8  Credit Decision....................................................................................19
         8.9  Reimbursement......................................................................................20
         8.10 Successor Agent....................................................................................20
         8.11 Collateral Matters.................................................................................20

ARTICLE IX

         DEFINITIONS.............................................................................................21


ARTICLE X

         MISCELLANEOUS...........................................................................................26

         10.1  Notices...........................................................................................26
         10.2  Waiver; Amendment.................................................................................26
         10.3  Obligations Absolute..............................................................................26
         10.4  [Intentionally left blank]........................................................................27
         10.5  Successors and Assigns............................................................................27
         10.6  Headings Descriptive..............................................................................27
         10.7  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL............................27
         10.8  Assignor's Duties.................................................................................28
         10.9  Termination; Release..............................................................................28
         10.10 Counterparts......................................................................................28
         10.11 Severability......................................................................................29
         10.12 The Collateral Agent and the Secured Creditor.....................................................29
         10.13 Benefit of Agreement..............................................................................29

</TABLE>
<PAGE>
ANNEX A        Schedule  of  Chief  Executive   Offices   Address(es)  of  Chief
               Executive Office
ANNEX B        Schedule of Inventory and Equipment Locations
ANNEX C        Schedule of Legal  Names,  Type of  Organization  (and  Whether a
               Registered   Organization   and/or   a   Transmitting   Utility),
               Jurisdiction  of   Organization,   Location  and   Organizational
               Identification Numbers
ANNEX D        Schedule of Trade and Fictitious Names
ANNEX E        Description of Certain Significant  Transactions Occurring Within
               One Year Prior to the Date of the Security Agreement
ANNEX F        Schedule of U.S. Marks
ANNEX G        Schedule of Patents
ANNEX H        Schedule of Copyrights
ANNEX I        Grant of Security Interest in United States Trademarks
ANNEX J        Grant of Security Interest in United States Patents
ANNEX K        Grant of Security Interest in United States Copyrights

                [Remainder of this page intentionally left blank]





                                      iii


<PAGE>

                               SECURITY AGREEMENT


          SECURITY AGREEMENT, dated as of June 20, 2002, made by the undersigned
assignor (the "Assignor") in favor of the undersigned Alligator Holdings,  Inc.,
as Collateral  Agent,  together with any successor  Collateral  Agent  appointed
hereunder pursuant to Section 8.10 (collectively,  the "Collateral  Agent"), for
the benefit of the undersigned Secured Creditor (the "Secured Creditor"). Except
as otherwise  defined herein,  capitalized  terms used herein and defined in the
Note Purchase Agreement (as defined below) shall be used herein as so defined.



                              W I T N E S S E T H:
                              - - - - - - - - - -


          WHEREAS, the Assignor proposes to enter into a Secured Note
Purchase Agreement, dated as of June 20, 2002, with Mortimer D.A. Sackler ("the
Secured Creditor under this Agreement), providing for the issuance of a secured
note (the "Note") by the Assignor as contemplated therein (the "Note Purchase
Agreement");


          WHEREAS, the obligations accruing under the Note to the Assignor shall
be secured by the Subsidiary Collateral upon the terms and conditions set out in
this Agreement and the Company  Collateral upon the terms and conditions set out
in the Subordinated Security Agreement;


          WHEREAS,  it is a condition  precedent to execution on delivery of the
Note Purchase  Agreement  that the Assignor shall have executed and delivered to
the Collateral Agent this Agreement; and

          WHEREAS, it is a condition precedent to the delivery of this Agreement
that the Assignor provide to the Collateral Agent completed copies of UCC form 1
documentation  suitable  for  filing and  applicable  federal  assignment  forms
required to perfect the security interests granted by the Assignor herein; and

          NOW,  THEREFORE,  in  consideration  of the  benefits  accruing to the
Assignor,  the receipt and  sufficiency  of which are hereby  acknowledged,  the
Assignor  hereby  makes the  following  representations  and  warranties  to the
Collateral  Agent for the benefit of the Secured  Creditor and hereby  covenants
and agrees with the Collateral  Agent for the benefit of the Secured Creditor as
follows:

                                   ARTICLE I

                               SECURITY INTERESTS

          1.1 Grant of Security Interests.

          (a) As security  for the prompt and complete  payment and  performance
when due (whether at stated  maturity,  by  acceleration or otherwise) of all of
its Obligations,  in order to


<PAGE>


induce the  Secured  Creditor  to enter  into the Note  Purchase  Agreement  the
Assignor  does hereby assign and transfer unto the  Collateral  Agent,  and does
hereby pledge and grant to the Collateral  Agent, for the benefit of the Secured
Creditor, a continuing security interest in all of the right, title and interest
of the Assignor in, to and under all of the  following (in each case whether now
existing or hereafter from time to time acquired):

          (i)       each and every Account;

          (ii)      all cash;

          (iii)     the Cash  Collateral  Account  and all  monies,  securities,
                    Instruments and other  investments  deposited or required to
                    be deposited in the Cash Collateral Account;

          (iv)      all computer  programs of the Assignor and all  intellectual
                    property   rights   therein   and  all   other   proprietary
                    information  of the  Assignor,  including but not limited to
                    Trade Secret Rights;

          (v)       all  Contracts,  together with all Contract  Rights  arising
                    thereunder,  including,  without  limitation,  joint venture
                    agreements,  partnership  agreements,  and limited liability
                    company agreements);

          (vi)      all Copyrights;

          (vii)     all Equipment;

          (viii)    all Documents;

          (ix)      all Equipment;

          (x)       all General Intangibles;

          (xi)      all Goods;

          (xii)     all Instruments;

          (xiii)    all Inventory;

          (xiv)     all Investment Property;

          (xv)      all Marks,  together with the registrations and right to all
                    renewals  thereof,  and the  goodwill of the business of the
                    Assignor symbolized by the Marks;

          (xvi)     all Patents;

          (xvii)    all Permits;

          (xviii)   all  Software  and  all  Software   licensing  rights,   all
                    writings,   plans,   specifications   and  schematics,   all
                    engineering drawings, customer lists, goodwill and licenses,
                    and all recorded  data of any kind or nature,  regardless of
                    the medium of recording;


                                      -2-


<PAGE>

          (xix)     all Supporting Obligations;

          (xx)      all manuals, training material, diagrams, know how and other
                    necessary or useful materials to utilize the Company's trade
                    secrets and other business intangibles; and

          (xxi)     all Proceeds  and  products of any and all of the  foregoing
                    (all of the above, the "Subsidiary Collateral").

          (b) The security interest of the Collateral Agent under this Agreement
extends to all  Subsidiary  Collateral  which the Assignor may acquire,  or with
respect to which the Assignor may obtain rights,  at any time during the term of
this Agreement.

          1.2 Power of Attorney.  The Assignor  hereby  constitutes and appoints
the Collateral Agent its true and lawful attorney,  irrevocably, with full power
after the  occurrence of and during the  continuance  of an Event of Default (in
the  name of the  Assignor  or  otherwise)  to act,  require,  demand,  receive,
compound and give  acquaintance for any and all moneys and claims for moneys due
or to  become  due  to the  Assignor  under  or  arising  out of the  Subsidiary
Collateral,  to endorse any checks or other  instruments or orders in connection
therewith and to file any claims or take any action or institute any proceedings
which the Collateral  Agent may deem to be necessary or advisable to protect the
interests of the Secured Creditor, which appointment as attorney is coupled with
an interest.

                                   ARTICLE II

                GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS

The  Assignor  represents,   warrants  and  covenants,   which  representations,
warranties and covenants shall survive execution and delivery of this Agreement,
as follows:

          2.1 Necessary  Filings.  All filings,  registrations,  recordings  and
other  actions  necessary  or  appropriate  to create,  preserve and perfect the
security  interest  granted by the  Assignor to the  Collateral  Agent hereby in
respect of the Subsidiary  Collateral  have been  accomplished  and the security
interest  granted to the  Collateral  Agent pursuant to this Agreement in and to
the Subsidiary  Collateral  creates a valid and, together with all such filings,
registrations,  recordings  and other  actions,  a perfected  security  interest
therein prior to the rights of all other Persons therein and subject to no other
Liens (other than Permitted Liens) and is entitled to all the rights, priorities
and benefits  afforded by the Uniform  Commercial  Code or other relevant law as
enacted in any relevant  jurisdiction to perfected security  interests,  in each
case to the  extent  that  the  Subsidiary  Collateral  consists  of the type of
property in which a security  interest may be perfected by possession or control
(within  the  meaning of the UCC as in effect on the date hereof in the State of
New York), by filing a financing  statement under the Uniform Commercial Code as
enacted  in any  relevant  jurisdiction  or by a filing  of a Grant of


                                      -3-


<PAGE>


Security  Interest in the respective  form attached  hereto in the United States
Patent and Trademark Office or in the United States Copyright Office.

          2.2 No Liens.  The  Assignor is, and as to all  Subsidiary  Collateral
acquired by it from time to time after the date hereof the Assignor will be, the
owner of all  Subsidiary  Collateral  free  from any  Lien,  security  interest,
encumbrance  or other  right,  title  or  interest  of any  Person  (other  than
Permitted  Liens),  and the  Assignor  shall  defend the  Subsidiary  Collateral
against all claims and demands of all Persons at any time  claiming  the same or
any interest therein adverse to the Collateral Agent.

          2.3 Other  Financing  Statements.  As of the date hereof,  there is no
financing  statement (or similar  statement or instrument of registration  under
the law of any jurisdiction) covering or purporting to cover any interest of any
kind in the  Subsidiary  Collateral  (other than financing  statements  filed in
respect  of  Permitted  Liens),  and so long  as the  Termination  Date  has not
occurred,  the Assignor  will not execute or authorize to be filed in any public
office  any  financing   statement  (or  similar   statement  or  instrument  of
registration  under the law of any  jurisdiction) or statements  relating to the
Subsidiary  Collateral,  except  financing  statements  filed  or to be filed in
respect of and covering the security interests granted hereby by the Assignor or
in connection with Permitted Liens.

          2.4 Chief  Executive  Office,  Record  Locations.  The chief executive
office of the Assignor is, on the date of this Agreement, located at the address
indicated  on Annex A hereto  for the  Assignor.  During  the period of the four
calendar months preceding the date of this Agreement, the chief executive office
of the Assignor has not been located at any address other than that indicated on
Annex A in accordance  with the  immediately  preceding  sentence,  in each case
unless  each such  other  address  is also  indicated  on Annex A hereto for the
Assignor.

          2.5 Location of Inventory and  Equipment.  All Inventory and Equipment
held on the date  hereof,  or held at any time during the four  calendar  months
prior to the date  hereof,  by the  Assignor is located at one of the  locations
shown on Annex B hereto for the Assignor.

          2.6 Legal Names;  Type of Organization;  Jurisdiction of Organization;
Location; Organizational Identification Numbers; Changes Thereto; etc. The exact
legal  name of the  Assignor,  the type of  organization  of the  Assignor,  the
jurisdiction of organization of the Assignor,  and the Assignor's  Location,  is
listed on Annex C hereto for the  Assignor.  The  Assignor  shall not change its
legal name, its type of  organization,  its  jurisdiction of  organization,  its
Location or its organizational  identification  number (if any) from that listed
on Annex C hereto for the Assignor or those that may have been established after
the  date of this  Agreement  in  accordance  with  the  immediately  succeeding
sentence of this Section 2.6. The Assignor  shall not change its legal name, its
type of organization,  its jurisdiction of  organization,  its Location,  or its
organizational  identification  number (if any),  except  that any such  changes
shall be permitted if (i) it shall have given to the  Collateral  Agent not less
than 15 days' prior written notice of each change to the  information  listed on
Annex C (as adjusted  for any  subsequent  changes  thereto  previously  made in
accordance  with this  sentence),  together  with a supplement  to Annex C which
shall correct all information  contained  therein for the Assignor,  and (ii) in
connection with the respective change or changes, it shall have taken all action
reasonably  requested by the Collateral Agent to maintain the security interests
of the  Collateral  Agent in the


                                      -4-


<PAGE>


Subsidiary Collateral intended to be granted hereby at all times fully perfected
and in full force and effect. In addition,  to the extent that the Assignor does
not have an  organizational  identification  number on the date hereof and later
obtains one, the Assignor shall promptly  thereafter notify the Collateral Agent
of  such  organizational  identification  number  and  shall  take  all  actions
reasonably  satisfactory  to the  Collateral  Agent to the extent  necessary  to
maintain  the  security  interest  of the  Collateral  Agent  in the  Subsidiary
Collateral  intended to be granted hereby fully  perfected and in full force and
effect.

          2.7  Trade  Names;  Etc.  The  Assignor  has not nor  operates  in any
jurisdiction  under,  or in the preceding  five years has had or has operated in
any jurisdiction under, any trade names,  fictitious names or other names except
its legal name as specified in Annex C and such other trade or fictitious  names
as are listed on Annex D hereto for the Assignor.  The Assignor shall not assume
or operate in any  jurisdiction  under any new trade,  fictitious  or other name
until (i) it shall  have  given to the  Collateral  Agent not less than 15 days'
written notice of its intention so to do, clearly  describing  such new name and
the  jurisdictions  in which such new name will be used and providing such other
information  in  connection  therewith as the  Collateral  Agent may  reasonably
request and (ii) with  respect to such new name,  it shall have taken all action
reasonably  requested by the Collateral Agent to maintain the security  interest
of the  Collateral  Agent in the  Subsidiary  Collateral  intended to be granted
hereby at all times fully perfected and in full force and effect.

          2.8  Certain  Significant  Transactions.  During  the one year  period
preceding  the  date  of  this  Agreement,   no  Person  shall  have  merged  or
consolidated  with or into the  Assignor,  and no Person  shall have  liquidated
into, or transferred all or substantially all of its assets to, the Assignor, in
each  case  except  as  described  in  Annex  E  hereto.  With  respect  to  any
transactions  so described in Annex E hereto,  the Assignor shall have furnished
such  information  with  respect to the Person (and the assets of the Person and
locations  thereof) which merged with or into or consolidated with the Assignor,
or was liquidated into or transferred all or substantially  all of its assets to
the Assignor,  and shall have  furnished to the  Collateral  Agent such UCC lien
searches as may have been  requested with respect to such Person and its assets,
to establish that no security  interest  (excluding  Permitted  Liens) continues
perfected on the date hereof with respect to any Person  described above (or the
assets transferred to the Assignor by such Person), including without limitation
pursuant to Section 9-316(a)(3) of the UCC.

          2.9  Recourse.  This  Agreement  is made  with  full  recourse  to the
Assignor and pursuant to and upon all the warranties, representations, covenants
and  agreements  on the part of the Assignor  contained  herein and otherwise in
writing in connection herewith.

                                  ARTICLE III

            SPECIAL PROVISIONS CONCERNING ACCOUNTS; CONTRACT RIGHTS;
              INSTRUMENTS; AND CERTAIN OTHER SUBSIDIARY COLLATERAL

          3.1 Additional  Representations  and  Warranties.  As of the time when
each of its Accounts  arises,  the Assignor shall be deemed to have  represented
and  warranted  that each such  Account,  and all records,  papers and documents
relating  thereto (if any) are genuine and what they purport to be, and that all
papers and documents (if any) relating thereto (i) will, to the


                                      -5-


<PAGE>

knowledge  of the  Assignor,  represent  the genuine,  legal,  valid and binding
obligation of the account debtor evidencing  indebtedness unpaid and owed by the
respective account debtor arising out of the performance of labor or services or
the sale or lease and delivery of the merchandise listed therein,  or both, (ii)
will be the only original  writings  evidencing and embodying such obligation of
the  account  debtor  named  therein  (other  than  copies  created  for general
accounting  purposes),  (iii) will, to the  knowledge of the Assignor,  evidence
true and valid  obligations,  enforceable  in accordance  with their  respective
terms, and (iv) will be in compliance and will conform in all material  respects
with all applicable  federal,  state and local laws and  applicable  laws of any
relevant foreign jurisdiction.

          3.2 Maintenance of Records. The Assignor will keep and maintain at its
own cost and expense accurate records of its Accounts and Contracts,  including,
but not limited to,  originals of all  documentation  (including  each Contract)
with respect  thereto,  records of all payments  received,  all credits  granted
thereon,  all  merchandise  returned and all other dealings  therewith,  and the
Assignor  will  make  the  same  available  on the  Assignor's  premises  to the
Collateral Agent for inspection,  at the Assignor's own cost and expense, at any
and all reasonable times upon prior notice to the Assignor.  Upon the occurrence
and during the  continuance  of an Event of  Default  and at the  request of the
Collateral  Agent, the Assignor shall, at its own cost and expense,  deliver all
tangible  evidence of its  Accounts  and  Contract  Rights  (including,  without
limitation,  all documents  evidencing  the Accounts and all Contracts) and such
books and records to the Collateral Agent or to its  representatives  (copies of
which evidence and books and records may be retained by the Assignor).  Upon the
occurrence  and  during  the  continuance  of an  Event  of  Default  and if the
Collateral  Agent so directs,  the  Assignor  shall  legend,  in form and manner
satisfactory to the Collateral Agent, the Accounts and the Contracts, as well as
books,  records and documents (if any) of the Assignor  evidencing or pertaining
to such Accounts and Contracts  with an  appropriate  reference to the fact that
such Accounts and Contracts have been assigned to the Collateral  Agent and that
the Collateral Agent has a security interest therein.

          3.3 Direction to Account Debtors;  Contracting Parties;  etc. Upon the
occurrence and during the continuance of an Event of Default,  if the Collateral
Agent so directs the Assignor,  the Assignor agrees (x) to cause all payments on
account of the Accounts and Contracts to be made directly to the Cash Collateral
Account,  (y) that the Collateral Agent may, at its option,  directly notify the
obligors  with  respect  to any  Accounts  and/or  under any  Contracts  to make
payments with respect  thereto as provided in the preceding  clause (x), and (z)
that the  Collateral  Agent may  enforce  collection  of any such  Accounts  and
Contracts and may adjust, settle or compromise the amount of payment thereof, in
the same manner and to the same  extent as the  Assignor.  Without  notice to or
assent by the Assignor, the Collateral Agent may, upon the occurrence and during
the  continuance  of an Event of Default,  apply any or all amounts  then in, or
thereafter  deposited in, the Cash Collateral  Account toward the payment of the
Obligations  in the  manner  provided  in  Section  7.4 of this  Agreement.  The
reasonable  costs and expenses of collection  (including  reasonable  attorneys'
fees),  whether incurred by an Assignor or the Collateral Agent,  shall be borne
by the  Assignor.  The  Collateral  Agent  shall  deliver a copy of each  notice
referred  to in the  preceding  clause (y) to the  Assignor,  provided  that the
failure by the  Collateral  Agent to so notify the Assignor shall not affect the
effectiveness of such notice or the other rights of the Collateral Agent created
by this Section 3.3.


                                      -6-


<PAGE>


          3.4  Modification  of  Terms;  etc.  Except  in  accordance  with  the
Assignor's  ordinary course of business and consistent with reasonable  business
judgment,  the Assignor shall not rescind nor cancel any indebtedness  evidenced
by any Account or under any  Contract,  or modify any  material  term thereof or
make any material adjustment with respect thereto, nor extend or renew the same,
nor compromise or settle any material  dispute,  claim, suit or legal proceeding
relating thereto, nor sell any Account or Contract, or interest therein, without
the prior  written  consent of the  Collateral  Agent.  The Assignor will not do
anything  to  impair  the  rights of the  Collateral  Agent in the  Accounts  or
Contracts.

          3.5  Collection.  The  Assignor  shall  endeavor  in  accordance  with
reasonable  business  practices to cause to be collected from the account debtor
named in each of its  Accounts or obligor  under any  Contract,  as and when due
(including, without limitation, amounts which are delinquent, such amounts to be
collected in accordance with generally  accepted lawful  collection  procedures)
any and all amounts  owing under or on account of such Account or Contract,  and
apply forthwith upon receipt thereof all such amounts as are so collected to the
outstanding balance of such Account or under such Contract.  Except as otherwise
directed  by  the   Collateral   Agent  after  the  occurrence  and  during  the
continuation  of an Event of Default,  the  Assignor  may allow in the  ordinary
course of business  as  adjustments  to amounts  owing  under its  Accounts  and
Contracts  (i) an  extension  or  renewal  of the time or times of  payment,  or
settlement  for less than the total unpaid  balance,  which the  Assignor  finds
appropriate in accordance with reasonable business judgment and (ii) a refund or
credit  due as a  result  of  returned  or  damaged  merchandise  or  improperly
performed  services or for other reasons which the Assignor finds appropriate in
accordance with reasonable business judgment.  The reasonable costs and expenses
(including,  without  limitation,  reasonable  attorneys'  fees) of  collection,
whether incurred by an Assignor or the Collateral  Agent,  shall be borne by the
Assignor.

          3.6  Instruments.  If the Assignor owns or acquires any  Instrument in
excess of $80,000  constituting  Subsidiary  Collateral  (other  than checks and
other  payment  instruments  received and  collected  in the ordinary  course of
business), the Assignor will within 10 Business Days notify the Collateral Agent
thereof.

          3.7 Assignor  Remains Liable Under  Accounts.  Anything  herein to the
contrary  notwithstanding,  the Assignor  shall remain  liable under each of the
Accounts  to observe and perform all of the  conditions  and  obligations  to be
observed and performed by it thereunder, all in accordance with the terms of any
agreement  giving rise to such Accounts.  Neither the  Collateral  Agent nor the
Secured  Creditor shall have any  obligation or liability  under any Account (or
any agreement giving rise thereto) by reason of or arising out of this Agreement
or the receipt by the  Collateral  Agent or the Secured  Creditor of any payment
relating to such Account pursuant hereto,  nor shall the Collateral Agent or the
Secured Creditor be obligated in any manner to perform any of the obligations of
the  Assignor  under or pursuant to any  Account (or any  agreement  giving rise
thereto),  to make any  payment,  to make any  inquiry  as to the  nature or the
sufficiency  of  any  payment  received  by it or as to the  sufficiency  of any
performance  by any party  under  any  Account  (or any  agreement  giving  rise
thereto),  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 them or to which they may be entitled at any time or times.


                                      -7-


<PAGE>


          3.8 Assignor  Remains Liable Under  Contracts.  Anything herein to the
contrary  notwithstanding,  the Assignor  shall remain  liable under each of the
Contracts to observe and perform all of the  conditions  and  obligations  to be
observed and performed by it thereunder,  all in accordance with and pursuant to
the terms and provisions of each Contract.  Neither the Collateral Agent nor the
Secured  Creditor shall have any  obligation or liability  under any Contract by
reason of or arising  out of this  Agreement  or the  receipt by the  Collateral
Agent or the Secured Creditor of any payment relating to such Contract  pursuant
hereto,  nor shall the Collateral  Agent or the Secured Creditor be obligated in
any manner to perform any of the  obligations  of the Assignor under or pursuant
to any  Contract,  to make any payment,  to make any inquiry as to the nature or
the sufficiency of any  performance by any party under any Contract,  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 them or to which they
may be entitled at any time or times.

          3.9 Further  Actions.  The Assignor  will,  at its own expense,  make,
execute, endorse,  acknowledge, file and/or deliver to the Collateral Agent from
time to time  such  vouchers,  invoices,  schedules,  confirmatory  assignments,
conveyances, financing statements, transfer endorsements,  certificates, reports
and other  assurances or instruments and take such further steps,  including any
and all actions as may be necessary or required under the Federal  Assignment of
Claims  Act,  relating  to its  Receivables,  Contracts,  Instruments  and other
property or rights  covered by the  security  interest  hereby  granted,  as the
Collateral Agent may reasonably require.

                                   ARTICLE IV

                    SPECIAL PROVISIONS CONCERNING TRADEMARKS

          4.1 Additional Representations and Warranties. The Assignor represents
and warrants  that it is the true and lawful owner of or otherwise has the right
to use the  registered  Marks listed in Annex F hereto for the Assignor and that
said listed Marks  include all United States marks and  applications  for United
States marks  registered in the United  States Patent and Trademark  Office that
the Assignor owns or uses in connection  with its business as of the date hereof
and that Assignor has not granted  security  interest in the listed Marks to any
other Person. The Assignor  represents and warrants that it owns, is licensed to
use or  otherwise  has the right to use,  all Marks that it uses.  The  Assignor
further  warrants that it has no knowledge of any third party claim  received by
it that any aspect of the Assignor's present or contemplated business operations
infringes  or will  infringe  any  trademark,  service mark or trade name of any
other Person other than as could not,  either  individually or in the aggregate,
reasonably  be  expected  to  have  a  Material  Adverse  Effect.  The  Assignor
represents and warrants that it is the true and lawful owner of or otherwise has
the right to use all U.S.  trademark  registrations  and applications  listed in
Annex F hereto and that said registrations are valid, subsisting,  have not been
canceled and that the Assignor is not aware of any third-party claim that any of
said  registrations is invalid or unenforceable,  and is not aware that there is
any reason  that any of said  registrations  is invalid  or  unenforceable.  The
Assignor hereby grants to the Collateral  Agent an absolute power of attorney to
sign, upon the occurrence and during the continuance of an Event of Default, any
document which may be required by the United States Patent and Trademark  Office
in order to effect an absolute  assignment  of all right,  title and interest in
each Mark, and record the same.


                                      -8-


<PAGE>

          4.2 Licenses and Assignments. The Assignor hereby agrees not to divest
itself  of any  right  under  any Mark  absent  prior  written  approval  of the
Collateral Agent.

          4.3  Infringements.   The  Assignor  agrees,  promptly  upon  learning
thereof,  to notify the Collateral  Agent in writing of the name and address of,
and to furnish such pertinent information that may be available with respect to,
any party who the  Assignor  believes is  infringing  or  diluting or  otherwise
violating  any of the  Assignor's  rights in and to any Mark in any manner  that
could reasonably be expected to have a Material Adverse Effect,  or with respect
to any  party  claiming  that the  Assignor's  use of any Mark  material  to the
Assignor's  business violates in any material respect any property right of that
party.  The Assignor  further agrees to prosecute in accordance  with reasonable
business  practices  any Person  infringing  any Mark in any  manner  that could
reasonably be expected to have a Material Adverse Effect.

          4.4  Preservation of Marks. The Assignor agrees to use its Marks which
are material to the Assignor's  business in interstate  commerce during the time
in which this  Agreement is in effect and to take all such other  actions as are
reasonably necessary to preserve such Marks as trademarks or service marks under
the laws of the United  States  (other  than any such Marks  which are no longer
used or useful in its business or operations).

          4.5  Maintenance  of  Registration.  The  Assignor  shall,  at its own
expense,  diligently  process  all  documents  reasonably  required  to maintain
trademark  registrations,  including  but not limited to  affidavits  of use and
applications  for  renewals  of  registration  in the United  States  Patent and
Trademark  Office for all of its material  registered  Marks,  and shall pay all
fees and  disbursements  in connection  therewith and shall not abandon any such
filing of  affidavit  of use or any such  application  of  renewal  prior to the
exhaustion of all  administrative  and judicial  remedies  without prior written
consent of the Collateral  Agent (other than with respect to  registrations  and
applications deemed by the Assignor to be no longer prudent to pursue).

          4.6  Future  Registered  Marks.  If any Mark  registration  is  issued
hereafter  to the  Assignor  as a result  of any  application  now or  hereafter
pending before the United States Patent and Trademark Office,  within 30 days of
receipt of such certificate,  the Assignor shall deliver to the Collateral Agent
a copy of such certificate,  and an assignment for security in such Mark, to the
Collateral  Agent and at the expense of the Assignor,  confirming the assignment
for security in such Mark to the Collateral  Agent  hereunder,  the form of such
security to be substantially in the form of Annex I hereto or in such other form
as may be reasonably satisfactory to the Collateral Agent.

          4.7 Remedies.  If an Event of Default  shall occur and be  continuing,
the Collateral Agent may, by written notice to the Assignor,  take any or all of
the following  actions:  (i) declare the entire right, title and interest of the
Assignor in and to each of the Marks,  together  with all  trademark  rights and
rights of protection to the same, vested in the Collateral Agent for the benefit
of the Secured  Creditor,  in which event such rights,  title and interest shall
immediately  vest,  in the  Collateral  Agent  for the  benefit  of the  Secured
Creditor,  and the  Collateral  Agent shall be entitled to exercise the power of
attorney referred to in Section 4.1 hereof to execute,  cause to be acknowledged
and notarized and record said absolute  assignment  with the applicable  agency;
(ii) take and use or sell the Marks and the goodwill of the Assignor's


                                      -9-


<PAGE>


business  symbolized by the Marks and the right to carry on the business and use
the assets of the  Assignor in  connection  with which the Marks have been used;
and (iii)  direct the  Assignor to refrain,  in which event the  Assignor  shall
refrain, from using the Marks in any manner whatsoever,  directly or indirectly,
and the Assignor shall execute such further  documents that the Collateral Agent
may reasonably  request to further confirm this and to transfer ownership of the
Marks and  registrations  and any pending  trademark  application  in the United
States Patent and Trademark Office to the Collateral Agent.

                                   ARTICLE V

                     SPECIAL PROVISIONS CONCERNING PATENTS,
                          COPYRIGHTS AND TRADE SECRETS

          5.1 Additional Representations and Warranties. The Assignor represents
and  warrants  that it is the true and  lawful  owner of all  rights  in (i) all
United States trade secrets and proprietary information necessary to operate the
business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in
Annex G hereto for the  Assignor  and that said  Patents  include all the United
States patents and applications for United States patents that the Assignor owns
as of the date hereof and (iii) the Copyrights  listed in Annex H hereto for the
Assignor and that said  Copyrights  constitute all the United States  copyrights
registered with the United States  Copyright  Office and  applications to United
States  copyrights  that the Assignor  owns as of the date  hereof,  and has not
granted a security interest in the Trade Secret Rights, Patents or Copyrights to
any other Person.  The Assignor further warrants that it has no knowledge of any
third  party  claim that any aspect of the  Assignor's  present or  contemplated
business operations infringes or will infringe any patent of any other Person or
the Assignor has  misappropriated  any trade secret or  proprietary  information
which, either individually or in the aggregate,  could reasonably be expected to
have a Material  Adverse  Effect.  The Assignor  hereby grants to the Collateral
Agent an absolute power of attorney to sign,  upon the occurrence and during the
continuance  of any Event of Default,  any document which may be required by the
United  States  Patent  and  Trademark  Office in order to  effect  an  absolute
assignment  of all right,  title and interest in each Patent,  and to record the
same.

          5.2 Licenses and Assignments. The Assignor hereby agrees not to divest
itself of any right under any Patent or Copyright  absent prior written approval
of the Collateral Agent.

          5.3  Infringements.   The  Assignor  agrees,  promptly  upon  learning
thereof,  to  furnish  the  Collateral  Agent  in  writing  with  all  pertinent
information  available  to  the  Assignor  with  respect  to  any  infringement,
contributing  infringement  or active  inducement  to  infringe in any Patent or
Copyright  or to  any  claim  that  the  practice  of any  Patent  or use of any
Copyright  violates any property right of a third party,  or with respect to any
misappropriation  of any Trade  Secret  Right or any claim that  practice of any
Trade Secret Right violates any property  right of a third party,  in each case,
in any manner which, either  individually or in the aggregate,  could reasonably
be expected to have a Material  Adverse  Effect.  The Assignor  further  agrees,
absent  direction  of the  Collateral  Agent  to  the  contrary,  to  diligently
prosecute,  in accordance  with its  reasonable  business  judgment,  any Person
infringing  any Patent or  Copyright  or any Person  misappropriating  any Trade
Secret  Right,   in  each  case  to  the  extent  that  such   infringement   or


                                      -10-


<PAGE>


misappropriation,  either individually or in the aggregate,  could reasonably be
expected to have a Material Adverse Effect.

          5.4  Maintenance  of Patents or  Copyright.  At its own  expense,  the
Assignor shall make timely payment of all  post-issuance  fees required pursuant
to 35 U.S.C.  ss.  41 to  maintain  in force its  rights  under  each  Patent or
Copyright,  absent prior written consent of the Collateral Agent (other than any
such Patents or Copyrights which are no longer used or useful in its business or
operations).

          5.5  Prosecution  of  Patent  Applications.  At its own  expense,  the
Assignor shall  diligently  prosecute all material  applications  for (i) United
States  Patents listed in Annex G hereto and (ii)  Copyrights  listed on Annex H
hereto, in each case for the Assignor and shall not abandon any such application
prior to  exhaustion of all  administrative  and judicial  remedies  (other than
applications  deemed by the Assignor to be no longer prudent to pursue),  absent
written consent of the Collateral Agent.

          5.6 Other Patents and Copyrights. Within 30 days of the acquisition or
issuance of a United States Patent,  registration of a Copyright, or acquisition
of a registered  Copyright,  or of filing of an application  for a United States
Patent or Copyright,  the Assignor shall deliver to the Collateral  Agent a copy
of said Copyright or Patent,  or certificate or registration  of, or application
therefor,  as the case may be, with an assignment for security as to such Patent
or Copyright,  as the case may be, to the Collateral Agent and at the expense of
the  Assignor,  confirming  the  assignment  for  security,  the  form  of  such
assignment for security to be  substantially in the form of Annex J or K hereto,
as appropriate,  or in such other form as may be reasonably  satisfactory to the
Collateral Agent.

          5.7 Remedies.  If an Event of Default  shall occur and be  continuing,
the Collateral Agent may, by written notice to the Assignor,  take any or all of
the following actions:  (i) declare the entire right, title, and interest of the
Assignor in each of the Patents and Copyrights  vested in the  Collateral  Agent
for the benefit of the Secured Creditor,  in which event such right,  title, and
interest shall  immediately  vest in the Collateral Agent for the benefit of the
Secured  Creditor,  in which case the  Collateral  Agent  shall be  entitled  to
exercise  the power of  attorney  referred  to in Section 5.1 hereof to execute,
cause to be  acknowledged  and notarized and to record said absolute  assignment
with the  applicable  agency;  (ii) take and  practice  or sell the  Patents and
Copyrights;  and (iii)  direct  the  Assignor  to  refrain,  in which  event the
Assignor  shall  refrain,  from  practicing the Patents and using the Copyrights
directly or indirectly, and the Assignor shall execute such further documents as
the  Collateral  Agent may  reasonably  request  further to confirm  this and to
transfer ownership of the Patents and Copyrights to the Collateral Agent for the
benefit of the Secured Creditor.

                                   ARTICLE VI

                 PROVISIONS CONCERNING ALL SUBSIDIARY COLLATERAL

          6.1 Protection of Collateral  Agent's  Security.  The Assignor will do
nothing  to  impair  the  rights  of the  Collateral  Agent  in  the  Subsidiary
Collateral. The Assignor will at all times maintain insurance, at the Assignor's
own  expense,  to  the  extent  and in a  manner


                                      -11-


<PAGE>


consistent with commercially reasonable business practice.  Except to the extent
otherwise permitted to be retained by the Assignor,  the Collateral Agent shall,
at the time any  proceeds  of such  insurance  are  distributed  to the  Secured
Creditor,  apply such  proceeds in  accordance  with  Section  7.4  hereof.  The
Assignor  assumes  all  liability  and  responsibility  in  connection  with the
Subsidiary  Collateral  acquired by it and the  liability of the Assignor to pay
the Obligations  shall in no way be affected or diminished by reason of the fact
that such Subsidiary Collateral may be lost, destroyed,  stolen,  damaged or for
any reason whatsoever unavailable to the Assignor.

          6.2 Warehouse Receipts Non-negotiable.  To the extent practicable, the
Assignor  agrees  that if any  warehouse  receipt  or receipt in the nature of a
warehouse  receipt is issued with respect to any of its Inventory,  the Assignor
shall request that such warehouse receipt or receipt in the nature thereof shall
not be  "negotiable"  (as such  term is used in  Section  7-104  of the  Uniform
Commercial  Code as in  effect  in any  relevant  jurisdiction  or  under  other
relevant law).

          6.3  Additional  Information.  The Assignor  will, at its own expense,
from time to time upon the reasonable request of the Collateral Agent,  promptly
(and in any event  within 10 days after its receipt of the  respective  request)
furnish to the Collateral  Agent such information with respect to the Subsidiary
Collateral  (including  the  identity  of  the  Subsidiary  Collateral  or  such
components thereof as may have been requested by the Collateral Agent, the value
and  location of such  Subsidiary  Collateral,  etc.) as may be requested by the
Collateral  Agent.  Without  limiting the forgoing,  the Assignor agrees that it
shall  promptly  (and in any event  within  10 days  after  its  receipt  of the
respective  request) furnish to the Collateral Agent such updated Annexes hereto
as may from time to time be reasonably requested by the Collateral Agent.

          6.4 Further  Actions.  The Assignor  will, at its own expense and upon
the  reasonable  request  of  the  Collateral  Agent,  make,  execute,  endorse,
acknowledge,  file and/or deliver to the Collateral Agent from time to time such
lists,  descriptions  and designations of its Subsidiary  Collateral,  warehouse
receipts,  receipts  in the  nature  of  warehouse  receipts,  bills of  lading,
documents of title, vouchers,  invoices,  schedules,  confirmatory  assignments,
conveyances, financing statements, transfer endorsements,  certificates, reports
and other  assurances or instruments and take such further steps relating to the
Subsidiary  Collateral  and other  property  or rights  covered by the  security
interest hereby granted, which the Collateral Agent deems reasonably appropriate
or  advisable  to  perfect,  preserve or protect  its  security  interest in the
Subsidiary Collateral.

          6.5 Financing  Statements.  The Assignor agrees to execute and deliver
to the Collateral Agent such financing statements, in form reasonably acceptable
to the  Collateral  Agent,  as the  Collateral  Agent  may  from  time  to  time
reasonably request or as are reasonably necessary or desirable in the opinion of
the Collateral Agent to establish and maintain a valid,  enforceable,  perfected
security interest in the Subsidiary  Collateral as provided herein and the other
rights and security  contemplated  hereby.  The Assignor will pay any applicable
filing fees,  recordation  taxes and related expenses relating to its Subsidiary
Collateral. The Assignor hereby authorizes the Collateral Agent to file any such
financing  statements  without the signature of the Assignor where  permitted by
law (and such  authorization  includes  describing the Subsidiary  Collateral as
"all assets" of the Assignor).


                                      -12-


<PAGE>


                                  ARTICLE VII

                 REMEDIES UPON OCCURRENCE OF AN EVENT OF DEFAULT

          7.1 Remedies;  Obtaining the Subsidiary  Collateral Upon Default.  The
Assignor  agrees  that,  if any Event of  Default  shall  have  occurred  and be
continuing,  then and in every such case, the Collateral  Agent,  in addition to
any rights now or hereafter  existing  under  applicable law and under the other
provisions of this Agreement,  shall have all rights as a secured creditor under
any UCC, and such additional  rights and remedies to which a secured creditor is
entitled under the laws in effect in all relevant jurisdictions and may:

          (i) personally, or by agents or attorneys, immediately take possession
     of the Subsidiary  Collateral or any part thereof, from the Assignor or any
     other  Person who then has  possession  of any part thereof with or without
     notice  or  process  of law,  and for  that  purpose  may  enter  upon  the
     Assignor's  premises where any of the Subsidiary  Collateral is located and
     remove  the  same  and use in  connection  with  such  removal  any and all
     services, supplies, aids and other facilities of the Assignor;

          (ii) instruct the obligor or obligors on any agreement,  instrument or
     other  obligation  (including,  without  limitation,  the  Accounts and the
     Contracts)  constituting  the  Subsidiary  Collateral  to make any  payment
     required by the terms of such  agreement,  instrument  or other  obligation
     directly to the  Collateral  Agent and may exercise any and all remedies of
     the Assignor in respect of such Subsidiary Collateral;

          (iii)  instruct all banks which have entered into a control  agreement
     with  the  Collateral   Agent  to  transfer  all  monies,   securities  and
     instruments held by such depositary bank to the Cash Collateral Account;

          (iv) sell, assign or otherwise  liquidate any or all of the Subsidiary
     Collateral  or any part thereof in accordance  with Section 7.2 hereof,  or
     direct the Assignor to sell,  assign or otherwise  liquidate  any or all of
     the  Subsidiary  Collateral  or any part thereof,  and, in each case,  take
     possession of the proceeds of any such sale or liquidation;

          (v) take possession of the Subsidiary  Collateral or any part thereof,
     by directing the Assignor in writing to deliver the same to the  Collateral
     Agent at any reasonable place or places designated by the Collateral Agent,
     in which event the Assignor shall at its own expense:

               (x)  forthwith  cause the same to be moved to the place or places
          so  designated  by the  Collateral  Agent and there  delivered  to the
          Collateral Agent;

               (y) store and keep any Subsidiary  Collateral so delivered to the
          Collateral Agent at such place or places pending further action by the
          Collateral Agent as provided in Section 7.2 hereof; and

               (z) while the Subsidiary  Collateral shall be so stored and kept,
          provide such security and maintenance  services as shall be reasonably
          necessary  to protect the same and to preserve and maintain it in good
          condition;


                                      -13-


<PAGE>


          (vi) license or  sublicense,  whether on an exclusive or  nonexclusive
     basis,  any  Marks,  Patents  or  Copyrights  included  in  the  Subsidiary
     Collateral  for such term and on such  conditions and in such manner as the
     Collateral Agent shall in its sole judgment determine;

          (vii) apply any monies constituting  Subsidiary Collateral or proceeds
     thereof in accordance with the provisions of Section 7.4; and

          (viii) take any other  action as specified in clauses (1) through (5),
     inclusive, of Section 9-607(a) of the UCC;

it being understood that the Assignor's  obligation so to deliver the Subsidiary
Collateral  is of the  essence of this  Agreement  and that,  accordingly,  upon
application to a court of equity having jurisdiction, the Collateral Agent shall
be entitled to a decree requiring  specific  performance by the Assignor of said
obligation.

          7.2 Remedies;  Disposition of the Subsidiary Collateral.  If any Event
of Default shall have occurred and be continuing, then any Subsidiary Collateral
repossessed by the Collateral  Agent under or pursuant to Section 7.1 hereof and
any other Subsidiary  Collateral whether or not so repossessed by the Collateral
Agent, may be sold, assigned,  leased or otherwise disposed of under one or more
contracts or as an entirety, and without the necessity of gathering at the place
of sale the property to be sold, and in general in such manner,  at such time or
times, at such place or places and on such terms as the Collateral Agent may, in
compliance with any mandatory  requirements  of applicable law,  determine to be
commercially reasonable. Any of the Subsidiary Collateral may be sold, leased or
otherwise  disposed of, in the condition in which the same existed when taken by
the  Collateral  Agent or after any  overhaul  or repair at the  expense  of the
Assignor  which  the  Collateral   Agent  shall  determine  to  be  commercially
reasonable.  Any such sale, lease or other  disposition may be effected by means
of a public disposition or private disposition,  effected in accordance with the
applicable  requirements  (in  each  case if and to the  extent  applicable)  of
Sections 9-610 through 9-613 of the UCC and/or such other mandatory requirements
of applicable  law as may apply to the  respective  disposition.  The Collateral
Agent  may,  without  notice or  publication,  adjourn  any  public  or  private
disposition or cause the same to be adjourned from time to time by  announcement
at the time and place fixed for the  disposition,  and such  disposition  may be
made at any time or place to which the disposition  may be so adjourned.  To the
extent  permitted by any such  requirement of law, the Secured  Creditor may bid
for and become the  purchaser  (and may pay all or any  portion of the  purchase
price by crediting  Obligations  against the purchase  price) of the  Subsidiary
Collateral or any item thereof,  offered for disposition in accordance with this
Section 7.2 without  accountability  to the Assignor.  If, under applicable law,
the  Collateral  Agent shall be permitted to make  disposition of the Subsidiary
Collateral within a period of time which does not permit the giving of notice to
the  Assignor as herein  above  specified,  the  Collateral  Agent need give the
Assignor only such notice of disposition as shall be required by such applicable
law.  The  Assignor  agrees  to do or cause to be done all such  other  acts and
things as may be reasonably  necessary to make such  disposition or dispositions
of all or any  portion of the  Subsidiary  Collateral  valid and  binding and in
compliance  with  any and  all  applicable  laws,  regulations,  orders,  writs,
injunctions,   decrees  or  awards  of  any  and  all  courts,   arbitrators  or
governmental


                                      -14-


<PAGE>


instrumentalities,  domestic or foreign,  having jurisdiction over any such sale
or sales, all at the Assignor's expense.

          7.3 Waiver of Claims.  Except as otherwise provided in this Agreement,
THE ASSIGNOR  HEREBY WAIVES,  TO THE EXTENT  PERMITTED BY APPLICABLE LAW, NOTICE
AND JUDICIAL HEARING IN CONNECTION WITH THE COLLATERAL AGENT'S TAKING POSSESSION
OR THE  COLLATERAL  AGENT'S  DISPOSITION  OF ANY OF THE  SUBSIDIARY  COLLATERAL,
INCLUDING,  WITHOUT  LIMITATION,  ANY AND ALL PRIOR  NOTICE AND  HEARING FOR ANY
PREJUDGMENT  REMEDY OR REMEDIES,  and the Assignor hereby further waives, to the
extent permitted by law:

          (i) all damages  occasioned  by such taking of  possession or any such
     disposition  except  any  damages  which  are  the  direct  result  of  the
     Collateral Agent's gross negligence or willful misconduct (as determined by
     a court of competent jurisdiction in a final and non-appealable decision);

          (ii) all other requirements as to the time, place and terms of sale or
     other  requirements  with  respect  to the  enforcement  of the  Collateral
     Agent's rights hereunder; and

          (iii)  all  rights  of  redemption,  appraisement,   valuation,  stay,
     extension or moratorium  now or hereafter in force under any applicable law
     in order to  prevent  or delay the  enforcement  of this  Agreement  or the
     absolute sale of the Subsidiary  Collateral or any portion thereof, and the
     Assignor,  for itself and all who may claim under it, insofar as it or they
     now or hereafter lawfully may, hereby waives the benefit of all such laws.

Any sale of, or the grant of options to purchase, or any other realization upon,
any Subsidiary  Collateral shall operate to divest all right,  title,  interest,
claim and  demand,  either at law or in  equity,  of the  Assignor  therein  and
thereto,  and shall be a  perpetual  bar both at law and in equity  against  the
Assignor  and against any and all Persons  claiming or  attempting  to claim the
Subsidiary  Collateral so sold,  optioned or realized upon, or any part thereof,
from, through and under the Assignor.

          7.4 Application of Proceeds.

          (a) All  moneys  collected  by the  Collateral  Agent upon any sale or
other disposition of the Subsidiary  Collateral,  together with all other moneys
received by the Collateral Agent hereunder, shall be applied as follows.

          (i) first, to the payment of all amounts owing the Collateral Agent of
     the  type  described  in  clauses  (iii)  and  (iv)  of the  definition  of
     "Obligations";

          (ii)  second,  to the extent  proceeds  remain  after the  application
     pursuant to the  preceding  clause (i), an amount equal to the  outstanding
     Obligations shall be paid to the Secured Creditor; and

          (iii)  third,  to the extent  proceeds  remain  after the  application
     pursuant  to  the  preceding  clauses  (i)  through  (ii),  inclusive,  and
     following the  termination  of this


                                      -15-


<PAGE>


     Agreement  pursuant  to  Section  10.9(a)  hereof,  to the  Assignor  or to
     whomever may be lawfully entitled to receive such surplus.

          (b)  This  Agreement  is  made  with  full  recourse  to the  Assignor
(including,  without  limitation,  with  full  recourse  to  all  assets  of the
Assignor)  and  pursuant  to  and  upon  all  the  warranties,  representations,
covenants  and  agreements  on the part of the Assignor  contained  herein,  and
otherwise in writing in connection herewith.

          7.5 Remedies Cumulative. Each and every right, power and remedy hereby
specifically  given to the Collateral  Agent shall be in addition to every other
right,  power and remedy  specifically  given to the Collateral Agent under this
Agreement, or now or hereafter existing at law, in equity or by statute and each
and every right, power and remedy whether specifically herein given or otherwise
existing may be exercised from time to time or  simultaneously  and as often and
in such  order as may be deemed  expedient  by the  Collateral  Agent.  All such
rights,  powers  and  remedies  shall  be  cumulative  and the  exercise  or the
beginning  of the  exercise  of one shall not be deemed a waiver of the right to
exercise any other or others.  No delay or omission of the  Collateral  Agent in
the  exercise of any such right,  power or remedy and no renewal or extension of
any of the Obligations shall impair any such right,  power or remedy or shall be
construed  to be a waiver of any Default or Event of Default or an  acquiescence
thereof.  No notice to or demand on the Assignor in any case shall entitle it to
any other or  further  notice or demand in  similar  or other  circumstances  or
constitute a waiver of any of the rights of the Collateral Agent to any other or
further action in any circumstances  without notice or demand. In the event that
the Collateral Agent shall bring any suit to enforce any of its rights hereunder
and shall be entitled to judgment,  then in such suit the  Collateral  Agent may
recover  reasonable  expenses,  including  reasonable  attorneys'  fees, and the
amounts thereof shall be included in such judgment.

          7.6 Discontinuance of Proceedings.  In case the Collateral Agent shall
have instituted any proceeding to enforce any right,  power or remedy under this
Agreement by foreclosure,  sale,  entry or otherwise,  and such proceeding shall
have been discontinued or abandoned for any reason or shall have been determined
adversely to the Collateral Agent, then and in every such case the Assignor, the
Collateral Agent and each holder of any of the Obligations  shall be restored to
their former  positions  and rights  hereunder  with  respect to the  Subsidiary
Collateral  subject to the security  interest created under this Agreement,  and
all rights,  remedies and powers of the Collateral Agent shall continue as if no
such proceeding had been instituted.

                                  ARTICLE VIII

          INDEMNITY; APPOINTMENT OF COLLATERAL AGENT BY SECURED PARTIES

          8.1 Indemnity; Indemnity by Assignor.

          (a)  The  Assignor  agrees  to  indemnify,   reimburse  and  hold  the
Collateral Agent, the Secured Creditor and their respective successors, assigns,
employees,  affiliates and agents  (hereinafter  in this Section 8.1 referred to
individually as "Indemnitee," and collectively as  "Indemnitees")  harmless from
any and all liabilities,  obligations,  damages,  injuries,  penalties,


                                      -16-


<PAGE>


claims,  demands,  actions,  suits, judgments and any and all costs, expenses or
disbursements  (including  reasonable  attorneys'  fees and  expenses)  (for the
purposes of this Section 8.1 and Section  8.5(b) the foregoing are  collectively
called "expenses") of whatsoever kind and nature imposed on, asserted against or
incurred by any of the Indemnitees in any way relating to or arising out of this
Agreement or any other document executed in connection  herewith or in any other
way connected with the administration of the transactions contemplated hereby or
thereby or the  enforcement of any of the terms of, or the  preservation  of any
rights  under any  thereof,  or in any way  relating  to or  arising  out of the
manufacture,  ownership,  ordering,  purchase,  delivery,  control,  acceptance,
lease,  financing,  possession,  operation,  condition,  sale,  return  or other
disposition, or use of the Subsidiary Collateral (including, without limitation,
latent or other defects, whether or not discoverable), the violation of the laws
of any country,  state or other  governmental body or unit, any tort (including,
without  limitation,  claims  arising or imposed  under the  doctrine  of strict
liability,  or  for or on  account  of  injury  to or the  death  of any  Person
(including any Indemnitee),  or property  damage),  or contract claim;  provided
that no  Indemnitee  shall be  indemnified  pursuant to this Section  8.1(a) for
losses,  damages or liabilities to the extent caused by the gross  negligence or
willful  misconduct of such  Indemnitee  (as  determined by a court of competent
jurisdiction in a final and non-appealable  decision).  The Assignor agrees that
upon  written  notice by any  Indemnitee  of the  assertion of such a liability,
obligation,  damage, injury,  penalty,  claim, demand, action, suit or judgment,
the Assignor  shall assume full  responsibility  for the defense  thereof.  Each
Indemnitee agrees to use its best efforts to promptly notify the Assignor of any
such assertion of which such Indemnitee has knowledge.

          (b) Without  limiting the  application of Section  8.1(a) hereof,  the
Assignor  agrees  to pay or  reimburse  the  Collateral  Agent  for  any and all
reasonable  fees,  costs and expenses  incurred in connection with the creation,
preservation  or  protection  of the  Collateral  Agent's Liens on, and security
interest in, the Subsidiary Collateral,  including, without limitation, all fees
and  taxes in  connection  with the  recording  or  filing  of  instruments  and
documents in public offices,  payment or discharge of any taxes or Liens upon or
in respect of the Subsidiary Collateral,  premiums for insurance with respect to
the Subsidiary  Collateral and all other fees,  costs and expenses in connection
with  protecting,  maintaining or preserving  the Subsidiary  Collateral and the
Collateral  Agent's interest  therein,  whether through judicial  proceedings or
otherwise,  or in defending or  prosecuting  any actions,  suits or  proceedings
arising out of or relating to the Subsidiary Collateral.

          (c) If and to the extent that the  obligations  of the Assignor  under
this Section 8.1 are unenforceable for any reason, the Assignor hereby agrees to
make  the  maximum   contribution  to  the  payment  and  satisfaction  of  such
obligations which is permissible under applicable law.

          8.2 Indemnity Obligations Secured by Subsidiary Collateral;  Survival.
Any amounts paid by any Indemnitee as to which such  Indemnitee has the right to
reimbursement shall constitute Obligations secured by the Subsidiary Collateral.
The  indemnity  obligations  of the  Assignor  contained in Section 8.1 and this
Section  8.2 shall  continue in full force and effect  notwithstanding  the full
payment of all of the other Obligations and  notwithstanding the full payment of
the Note issued under the Note Purchase Agreement.

          8.3 Appointment and  Authorization  of Collateral  Agent.  The Secured
Creditor hereby irrevocably  (subject to Section 8.10) appoints,  designates and
authorizes  the  Collateral


                                      -17-


<PAGE>


Agent to take such action on his behalf under the  provisions of this  Agreement
and the  Note and to  exercise  such  powers  and  perform  such  duties  as are
expressly  delegated to it by the terms of this Agreement or the Note,  together
with such  powers as are  reasonably  incidental  thereto.  Notwithstanding  any
provision to the contrary contained elsewhere in this Agreement or the Note, the
Collateral  Agent  shall  not  have  any  duty or  responsibility  except  those
expressly set forth herein,  nor shall the Collateral Agent have or be deemed to
have any  fiduciary  relationship  with the  Secured  Creditor,  and no  implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be  read  into  this  Agreement  or the  Note or  otherwise  exist  against  the
Collateral Agent.

          8.4 Delegation of Duties.  The Collateral Agent may execute any of its
duties  under this  Agreement  or the Note by or through  agents,  employees  or
attorneys-in-fact  and shall be  entitled  to advice of counsel  concerning  all
matters pertaining to such duties. The Collateral Agent shall not be responsible
for the  negligence  or  misconduct  of any  agent or  attorney-in-fact  that it
selects with reasonable care.

          8.5 Liability of Collateral Agent.

          (a) None of the Collateral  Agent nor any of its directors,  officers,
employees  or agents  shall (i) be liable for any action  taken or omitted to be
taken by any of them under or in connection  with this  Agreement or the Note or
the  transactions  contemplated  hereby (except for its own gross  negligence or
willful  misconduct),  or (ii)  be  responsible  in any  manner  to the  Secured
Creditor  for any recital,  statement,  representation  or warranty  made by the
Assignor or any subsidiary or affiliate of the Assignor, or any officer thereof,
contained  in this  Agreement  or in the Note,  or in any  certificate,  report,
statement or other  document  referred to or provided for in, or received by the
Collateral Agent under or in connection with, this Agreement or the Note, or the
validity,  effectiveness,  genuineness,  enforceability  or  sufficiency of this
Agreement or the Note,  or for any failure of the Assignor or any other party to
this Agreement or the Note to perform its  obligations  hereunder or thereunder.
The Collateral  Agent shall not be under any obligation to the Secured  Creditor
to ascertain or to inquire as to the  observance  or  performance  of any of the
agreements  contained  in, or conditions  of, this  Agreement or the Note, or to
inspect  the  properties,  books  or  records  of  the  Assignor  or  any of the
Assignor's subsidiaries or affiliates.

          (b) The Secured  Creditor  hereby agrees to  indemnify,  reimburse and
hold the Collateral Agent and its respective  successors,  assigns and employees
(hereinafter  in this  Section  8.5(b)  referred  to  individually  as an "Agent
Indemnitee," and collectively as "Agent Indemnitees")  harmless from any and all
expenses of whatsoever kind and nature imposed on, asserted  against or incurred
by any of the Agent Indemnitees relating to or arising out of the performance by
the Collateral Agent of its obligations under this Agreement as Collateral Agent
or other document executed in connection  herewith or in any other way connected
with the  administration of the transactions  contemplated  hereby or thereby by
the Collateral  Agent as the Collateral  Agent or the  enforcement of any of the
terms of, or the  preservation  of any rights under any  thereof,  or in any way
relating to or arising out of the manufacture,  ownership,  ordering,  purchase,
delivery,  control,  acceptance,   lease,  financing,   possession,   operation,
condition,  sale,  return  or  other  disposition,  or  use  of  the  Subsidiary
Collateral (including,  without limitation,  latent or other defects, whether or
not  discoverable),  the  violation of the laws of any


                                      -18-


<PAGE>


country, state or other governmental body or unit, any tort (including,  without
limitation, claims arising or imposed under the doctrine of strict liability, or
for or on account of injury to or the death of any Person  (including  any Agent
Indemnitee),  or property  damage),  or contract  claim;  provided that no Agent
Indemnitee  shall be  indemnified  pursuant to this  Section  8.5(b) for losses,
damages or liabilities  to the extent caused by the gross  negligence or willful
misconduct  of such Agent  Indemnitee  (as  determined  by a court of  competent
jurisdiction in a final and non-appealable decision).

          8.6  Reliance  by  Collateral  Agent.  The  Collateral  Agent shall be
entitled to rely,  and shall be fully  protected  in relying,  upon any writing,
resolution,   notice,  consent,   certificate,   affidavit,   letter,  telegram,
facsimile,   telex  or  telephone  message,   statement  or  other  document  or
conversation  believed by it to be genuine and correct and to have been  signed,
sent or made by the proper person or persons,  and upon advice and statements of
legal counsel (including counsel to the Assignor),  independent  accountants and
other experts  selected by the Collateral  Agent.  The Collateral Agent shall be
fully  justified in failing or refusing to take any action under this  Agreement
or the Note unless it shall first  receive  such  advice or  concurrence  of the
Secured Creditor as it deems  appropriate  and, if it so requests,  confirmation
from the Secured  Creditor of his obligation to indemnify the  Collateral  Agent
against any and all  liability and expense which may be incurred by it by reason
of taking or continuing to take any such action.  The Collateral  Agent shall in
all cases be fully protected in acting, or in refraining from acting, under this
Agreement  or the Note in  accordance  with a request or consent of the  Secured
Creditor  and such  request  and any action  taken or  failure  to act  pursuant
thereto shall be binding upon the Secured Creditor.

          8.7 Notice of  Default.  The  Collateral  Agent shall not be deemed to
have  knowledge or notice of the occurrence of any Default unless the Collateral
Agent  shall have  received  written  notice  from the  Secured  Creditor or the
Assignor  referring to this Agreement,  describing such Default and stating that
such  notice is a "notice of  default".  The  Collateral  Agent will  notify the
Secured  Creditor of its receipt of any such notice.  The Collateral Agent shall
take such action with respect to such Default as may be requested by the Secured
Creditor;  provided that unless and until the Collateral  Agent has received any
such request, the Collateral Agent may (but shall not be obligated to) take such
action, or refrain from taking such action,  with respect to Default as it shall
deem advisable or in the best interest of the Secured Creditor.

          8.8  Credit  Decision.  The  Secured  Creditor  acknowledges  that the
Collateral Agent has not made any  representation or warranty to it, and that no
act by the Collateral Agent hereafter taken, including any review of the affairs
of the Assignor, shall be deemed to constitute any representation or warranty by
the Collateral Agent to the Secured Creditor. The Secured Creditor represents to
the Collateral  Agent that he has,  independently  and without reliance upon the
Collateral  Agent and based on such  documents and  information as he has deemed
appropriate,  made his own  appraisal of and  investigation  into the  business,
prospects,   operations,   property,   financial   and   other   condition   and
creditworthiness  of the Assignor,  and made his own decision to enter into this
Agreement and the Note and to complete the transactions  contemplated  hereunder
and thereunder. The Secured Creditor also represents that he will, independently
and without  reliance upon the Collateral  Agent and based on such documents and
information as he shall deem  appropriate at the time,  continue to make his own
analysis,  appraisals  and  decisions in taking or not taking  action under this
Agreement, the Note and the transactions  contemplated


                                      -19-


<PAGE>


thereby, and to make such investigations as he deems necessary to inform himself
as to  the  business,  prospects,  operations,  property,  financial  and  other
condition and  creditworthiness of the Assignor.  The Collateral Agent shall not
have any duty or  responsibility to provide the Secured Creditor with any credit
or other information concerning the business, prospects,  operations,  property,
financial or other condition or  creditworthiness of the Assignor which may come
into the possession of the Collateral Agent.

          8.9  Reimbursement.  To the extent the Assignor does not reimburse the
Collateral Agent within 60 days of billing, the Secured Creditor shall reimburse
the  Collateral  Agent  upon  demand  for any  costs or  out-of-pocket  expenses
(including  attorneys fees and costs)  incurred by the  Collateral  Agent to the
extent  such  costs  or  out-of-pocket  expenses  arise in  connection  with the
administration,   modification,   amendment  or  enforcement   (whether  through
negotiations,  legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under, this Agreement, , or any document contemplated
by or  referred  to  herein,  to the  extent  that the  Collateral  Agent is not
reimbursed for such expenses by or on behalf of the Assignor;  provided that the
Collateral  Agent will use its reasonable  efforts to obtain the approval of the
Secured Creditor before incurring any material  reimbursable  costs or expenses.
The undertaking in this Section shall survive the  cancellation of the Note, any
foreclosure  under, or modification,  release or discharge of, any or all of the
documents  contemplated  by the  Note,  termination  of this  Agreement  and the
resignation or replacement of the Collateral Agent.

          8.10 Successor  Agent.  The Collateral  Agent may resign as Collateral
Agent at any time, and shall resign as Collateral Agent if requested to do so by
the Secured Creditor. If the Collateral Agent resigns under this Agreement,  the
Secured  Creditor shall appoint a new Collateral  Agent by the effective date of
such  resignation  notice.  Upon the acceptance of its  appointment as successor
agent  hereunder,  such successor agent shall succeed to all the rights,  powers
and duties of the  retiring  Collateral  Agent and the term  "Collateral  Agent"
shall  mean  such  successor   agent,  and  the  retiring   Collateral   Agent's
appointment,  powers and duties as Collateral  Agent shall be terminated.  After
any retiring Collateral Agent's  resignation  hereunder as Collateral Agent, the
provisions  of this Section 8 shall inure to its benefit as to any actions taken
or omitted to be taken by it while it was Collateral Agent under this Agreement.
If no successor agent has accepted  appointment as Collateral  Agent by the date
which is 30 days following a retiring  Collateral Agent's notice of resignation,
the retiring Collateral Agent's resignation shall nevertheless  thereupon become
effective  and the  Secured  Creditor  shall  perform  all of the  duties of the
Collateral  Agent  hereunder  until such time,  if any, as the Secured  Creditor
shall appoint a successor agent as provided for above.

          8.11 Collateral Matters. The Secured Creditor  irrevocably  authorizes
the Collateral  Agent, at its option and in its discretion,  to release any Lien
or  security  interest  granted  to or held by the  Collateral  Agent  under the
Security Agreements (a) upon cancellation of the Note and payment in full of all
obligations of the Assignor thereunder;  (b) constituting property sold or to be
sold or disposed of as part of or in connection with any  disposition  permitted
by this  Agreement or the Note;  or (c) if approved,  authorized  or ratified in
writing by the Secured  Creditor.  Upon request by the  Collateral  Agent at any
time,  the  Secured  Creditor  will  confirm in writing the  Collateral  Agent's
authority to release,  or subordinate its interest in, particular types or items
of Subsidiary Collateral pursuant to this Section 8.11.


                                      -20-


<PAGE>


                                   ARTICLE IX

                                   DEFINITIONS

          The following  terms shall have the meanings  herein  specified.  Such
definitions shall be equally  applicable to the singular and plural forms of the
terms defined.

          "Account"  shall  mean any  "account"  as such term is  defined in the
Uniform  Commercial  Code as in  effect  on the date  hereof in the State of New
York,  and in any event shall include but shall not be limited to, all rights to
payment of any monetary  obligation,  whether or not earned by performance,  (i)
for  property  that has been or is to be sold,  leased,  licensed,  assigned  or
otherwise disposed of, (ii) for services rendered or to be rendered, (iii) for a
policy of  insurance  issued or to be issued,  (iv) for a  secondary  obligation
incurred or to be incurred, (v) for energy provided or to be provided,  (vi) for
the use or hire of a vessel under a charter or other contract, (vii) arising out
of the use of a credit or charge  card or  information  contained  on or for use
with the card,  or  (viii) as  winnings  in a  lottery  or other  game of chance
operated  or  sponsored  by a State,  governmental  unit of a State,  or  person
licensed or authorized to operate the game by a State or governmental  unit of a
State.

          "Agreement"  shall  mean this  Security  Agreement  as the same may be
modified,  supplemented  or  amended  from time to time in  accordance  with its
terms.

          "Assignor"  shall have the meaning  provided in the first paragraph of
this Agreement.

          "Cash  Collateral  Account"  shall  mean  a  Cash  Collateral  Account
maintained  with, and in the sole dominion and control of, the Collateral  Agent
for the benefit of the Secured Creditor.

          "Collateral  Agent"  shall  have the  meaning  provided  in the  first
paragraph of this Agreement.

          "Contract  Rights"  shall mean all rights of the  Assignor  under each
Contract,  including,  without limitation, (i) any and all rights to receive and
demand  payments under any or all Contracts,  (ii) any and all rights to receive
and compel  performance  under any or all  Contracts and (iii) any and all other
rights, interests and claims now existing or in the future arising in connection
with any or all Contracts.

          "Contracts"  shall mean all contracts  between the Assignor and one or
more additional parties (including, without limitation, licensing agreements and
any  partnership  agreements,  joint venture  agreements  and limited  liability
company agreements).

          "Copyrights"  shall  mean any  United  States  copyright  owned by the
Assignor,  including any  registrations of any copyrights,  in the United States
Copyright Office or any foreign  equivalent  office,  as well as any application
for a  copyright  registration  now or  hereafter  made with the  United  States
Copyright Office or any foreign equivalent office by the Assignor.


                                      -21-


<PAGE>


          "Default"  shall mean any event which with notice or lapse of time, or
both, would constitute an Event of Default.

          "Documents"  shall  mean  "documents"  as such term is  defined in the
Uniform  Commercial  Code as in  effect  on the date  hereof in the State of New
York.

          "Equipment"  shall mean any "equipment" as such term is defined in the
Uniform  Commercial  Code as in  effect  on the date  hereof in the State of New
York,  and in any  event,  shall  include,  but shall  not be  limited  to,  all
machinery, equipment,  furnishings, fixtures and vehicles now or hereafter owned
by the Assignor and any and all additions, substitutions and replacements of any
of the foregoing and all accessions thereto, wherever located, together with all
attachments,  components,  parts, equipment and accessories installed thereon or
affixed thereto.

          "Event  of  Default"  shall  mean any  payment  default  on any of the
Obligations after the expiration of any applicable grace period.

          "General Intangibles" shall mean "general intangibles" as such term is
defined in the  Uniform  Commercial  Code as in effect on the date hereof in the
State of New York.

          "Goods"  shall mean  "goods"  as such term is  defined in the  Uniform
Commercial Code as in effect on the date hereof in the State of New York.

          "Indemnitee" shall have the meaning provided in Section 8.1(a) of this
Agreement.

          "Instrument"  shall mean  "instruments" as such term is defined in the
Uniform  Commercial  Code as in  effect  on the date  hereof in the State of New
York.

          "Inventory"  shall mean  merchandise,  inventory  and  goods,  and all
additions,  substitutions and replacements  thereof and all accessions  thereto,
wherever  located,  together with all goods,  supplies,  incidentals,  packaging
materials,   labels,   materials   and  any  other   items  used  or  usable  in
manufacturing,  processing,  packaging  or  shipping  same,  in  all  stages  of
production from raw materials through work in process to finished goods, and all
products and proceeds of whatever sort and wherever  located any portion thereof
which may be returned,  rejected,  reclaimed or  repossessed  by the  Collateral
Agent  from  the  Assignor's  customers,  and  shall  specifically  include  all
"inventory" as such term is defined in the Uniform  Commercial Code as in effect
on the date hereof in the State of New York.

          "Investment Property" shall mean "investment property" as such term is
defined in the  Uniform  Commercial  Code as in effect on the date hereof in the
State of New York.

          "Liens"  shall mean any security  interest,  deed of trust,  mortgage,
pledge, lien, claim, charge,  encumbrance,  title retention agreement,  lessor's
interest  in a  financing  lease or  analogous  instrument,  in,  of,  or on the
Assignor's property.

          "Location" of the Assignor,  shall mean the  Assignor's  "location" as
determined pursuant to Section 9-307 of the UCC.


                                      -22-


<PAGE>


          "Marks"  shall  mean  all  right,  title  and  interest  in and to any
trademarks,  service marks and trade names now held or hereafter acquired by the
Assignor,  including any registration of any trademarks and service marks in the
United States Patent and Trademark  Office or in any  equivalent  foreign office
and any trade dress including logos and/or designs used by the Assignor.

          "Material  Adverse Effect" shall mean a material adverse effect on the
business,  property, assets,  liabilities (actual or contingent),  operations or
condition (financial or otherwise) of the Assignor and its subsidiaries taken as
a whole.

          "Obligations"  shall mean (i) the full and prompt  payment when due of
all obligations and indebtedness  (including,  without limitation,  indemnities,
fees and interest thereon) of the Assignor to the Secured Creditor,  whether now
existing or hereafter incurred under,  arising out of, or in connection with the
Note Purchase  Agreement and the Note issued  thereunder and the due performance
and compliance by the Assignor with all of the terms,  conditions and agreements
contained in the Note Purchase  Agreement and the Note issued  thereunder;  (ii)
any and all sums  advanced by the Assignee in order to preserve  the  Subsidiary
Collateral or preserve its security interest in the Subsidiary Collateral; (iii)
in the  event  of any  proceeding  for  the  collection  or  enforcement  of any
indebtedness,  obligations,  or  liabilities  of the Assignor  after an Event of
Default  shall have  occurred  and be  continuing,  the  reasonable  expenses of
retaking,  holding,  preparing for sale or lease, selling or otherwise disposing
of or realizing on the Subsidiary Collateral, or of any exercise by the Assignee
of its rights  hereunder,  together with  reasonable  attorneys'  fees and court
costs;  and (iv) all amounts paid by any Indemnitee as to which such  Indemnitee
has the right to reimbursement under Section 8.1 of this Agreement.

          "Patents" shall mean any patent to which the Assignor now or hereafter
has any right,  title or  interest  therein,  and any  divisions,  continuations
(including,  but  not  limited  to,   continuations-in-parts)  and  improvements
thereof,  as well as any  application  for a patent now or hereafter made by the
Assignor.

          "Permits"  shall mean,  to the extent  permitted to be assigned by the
terms  thereof or by  applicable  law, all licenses,  permits,  rights,  orders,
variances, franchises or authorizations of or from any governmental authority or
agency.

          "Permitted Liens" shall mean

          (i) inchoate Liens for taxes,  assessments or governmental  charges or
     levies not yet due or Liens for taxes,  assessments or governmental charges
     or levies being contested in good faith and by appropriate  proceedings for
     which adequate  reserves have been established in accordance with generally
     accepted accounting principles;

          (ii) Liens in respect of property or assets of the  Assignor or any of
     its subsidiaries imposed by law, which were incurred in the ordinary course
     of business  and do not secure  indebtedness  for borrowed  money,  such as
     carriers',  warehousemen's,  materialmen's  and mechanics'  liens and other
     similar Liens arising in the ordinary course of business,  and (x) which do
     not in the  aggregate  materially  detract from the value of


                                      -23-


<PAGE>


     Assignor's or such subsidiary's property or assets or materially impair the
     use thereof in the operation of the business of Assignor or such subsidiary
     or (y) which are being contested in good faith by appropriate  proceedings,
     which  proceedings  have the effect of preventing the forfeiture or sale of
     the property or assets subject to any such Lien;

          (iii)  leases or  subleases  granted to other  Persons not  materially
     interfering with the conduct or value of the business of Assignor or any of
     its   subsidiaries   and   non-assignable,   non-exclusive   licenses   and
     sub-licenses to third parties;

          (iv)  Liens upon  assets of the  Assignor  or any of its  subsidiaries
     subject to capitalized lease obligations, provided that (x) such Liens only
     serve to secure the payment of indebtedness  arising under such capitalized
     lease  obligation and (y) the Lien encumbering the asset giving rise to the
     capitalized lease obligation does not encumber any asset of Assignor or any
     subsidiary of the Assignor;

          (v) Liens placed upon  equipment or machinery and used in the ordinary
     course of business of the Assignor or any of its subsidiaries and placed at
     the time of the  acquisition  thereof by the Assignor or such subsidiary or
     within 90 days thereafter to secure  indebtedness  incurred to pay all or a
     portion of the purchase  price thereof or to secure  indebtedness  incurred
     solely for the purpose of financing the  acquisition  of any such equipment
     or  machinery  or  extensions,  renewals  or  replacements  of  any  of the
     foregoing for the same or a lesser amount;

          (vi) easements, rights-of-way,  restrictions,  encroachments and other
     similar charges or encumbrances, and minor title deficiencies, in each case
     not securing  indebtedness and not materially  interfering with the conduct
     or value of the business of Assignor or any of its subsidiaries;

          (vii) Liens arising from precautionary UCC financing statement filings
     regarding  operating  leases or  bailee  arrangements  entered  into in the
     ordinary course of business;

          (viii)  Liens  arising out of the  existence of judgments or awards in
     respect of which Assignor or any of its subsidiaries shall in good faith be
     prosecuting  an appeal or  proceedings  for  review and in respect of which
     there shall have been secured a subsisting  stay of execution  pending such
     appeal or proceedings,  provided that the aggregate  amount of all cash and
     the fair market value of all other property  subject to such Liens does not
     exceed $50,000 at any time outstanding;

          (ix) statutory and common law  landlords'  liens under leases to which
     the Assignor or any of its subsidiaries is a party;

          (x) Liens  incurred in the ordinary  course of business in  connection
     with  workers  compensation  claims,   unemployment  insurance  and  social
     security  benefits and Liens  securing the  performance  of bids,  tenders,
     leases  and  contracts  in  the  ordinary  course  of  business,  statutory
     obligations,  surety bonds,  performance  bonds and other  obligations of a
     like nature incurred in the ordinary course of business and consistent with
     past  practice  (exclusive  of  obligations  in respect of the  payment for
     borrowed  money),  provided that


                                      -24-


<PAGE>






     the  aggregate  amount of all cash and the fair  market  value of all other
     property subject to all Liens permitted by this clause (x) shall not at any
     time exceed $50,000; and

          (xi) other  Liens  incidental  to the  conduct of the  business of the
     Assignor  or any  of  its  subsidiaries  that  (i)  were  not  incurred  in
     connection with indebtedness, (ii) do not materially detract from the value
     of the assets subject to such Liens or materially impair the use thereof in
     the operation of such business  (provided to the extent that any such Liens
     attach to any Subsidiary Collateral such Liens shall be junior to the Liens
     created in favor of the Collateral  Agent) and (iii) do not at any time for
     all such Liens encumber cash and other property  having an aggregate  value
     in excess of, or secure outstanding  obligations in the aggregate in excess
     of, $10,000.

          "Proceeds"  shall mean all  "proceeds"  as such term is defined in the
Uniform Commercial Code as in effect in the State of New York on the date hereof
and, in any event,  shall also  include,  but not be limited to, (i) any and all
proceeds  of any  insurance,  indemnity,  warranty  or  guaranty  payable to the
Collateral  Agent or the  Assignor  from time to time with respect to any of the
Subsidiary  Collateral,  (ii) any and all payments (in any form whatsoever) made
or due and  payable to the  Assignor  from time to time in  connection  with any
requisition,  confiscation,  condemnation,  seizure or  forfeiture of all or any
part of the Subsidiary  Collateral by any governmental  authority (or any person
acting  under  color of  governmental  authority)  and  (iii)  any and all other
amounts from time to time paid or payable under or in connection with any of the
Subsidiary Collateral.

          "Secured  Creditor" shall have the meaning provided in the preamble to
this Agreement.

          "Software"  shall  mean  "software"  as such  term is  defined  in the
Uniform  Commercial  Code as in  effect  on the date  hereof in the State of New
York.

          "Subsidiary  Collateral"  shall have the  meaning  provided in Section
1.1(a) of this Agreement.

          "Supporting  Obligations"  shall mean any  "supporting  obligation" as
such term is defined  in the  Uniform  Commercial  Code as in effect on the date
hereof in the State of New York, now or hereafter  owned by the Assignor,  or in
which the Assignor has any rights,  and, in any event, shall include,  but shall
not be limited to all of the Assignor's rights in any letter-of-credit  right or
secondary  obligation  that  supports  the  payment or  performance  of, and all
security  for,  any  Account,  Document,   General  Intangible,   Instrument  or
Investment Property.

          "Termination  Date" shall have the meaning provided in Section 10.9(a)
of this Agreement.

          "Trade Secret  Rights" shall have the meaning  provided in Section 5.1
of this Agreement.

          "UCC" shall mean the Uniform Commercial Code as in effect from time to
time in the relevant jurisdiction.


                                      -25-


<PAGE>


                                   ARTICLE X

                                  MISCELLANEOUS

          10.1  Notices.  Except as  otherwise  specified  herein,  all notices,
requests,  demands or other  communications  to or upon the  respective  parties
hereto shall be sent or delivered by hand, overnight mail or courier service and
all such notices and  communications  shall,  when mailed,  delivered or sent by
courier,  be  effective  when  deposited  in the mails,  delivered  or overnight
courier,  as the case may be,  except  that  notices and  communications  to the
Collateral  Agent or the Assignor  shall not be effective  until received by the
Collateral  Agent or the  Assignor,  as the case may be. All  notices  and other
communications shall be in writing and addressed as follows:

          (a)       if to the Assignor:

                    eMagin Corporation
                    2070 Route 52
                    Hopewell Junction, NY  12533
                    Attention:  Chief Financial Officer
                    Telephone No.:  (845) 892-1900
                    Telecopier No.:  (845) 892-1901

          (b)       if to the Collateral Agent, at:

                    Alligator Holdings, Inc.
                    444 Park Avenue South, 11th Floor
                    New York, New York  10016

                    Attention:  Mr. Steven W. Gold, President
                    Telephone No.:  (212) 696-4848
                    Telecopier No.:  (212) 696-1231

          (c) if to  the  Secured  Creditor,  at  such  address  as the  Secured
     Creditor shall have specified in the Note Purchase Agreement;

or at such other  address or  addressed to such other  individual  as shall have
been furnished in writing by any Person described above to the party required to
give notice hereunder.

          10.2  Waiver;  Amendment.  None of the  terms and  conditions  of this
Agreement may be changed,  waived,  modified or varied in any manner  whatsoever
unless in writing duly signed by the Assignor and the Collateral Agent (with the
written consent of the Secured Creditor);

          10.3 Obligations  Absolute.  The obligations of the Assignor hereunder
shall  remain in full  force and  effect  without  regard  to,  and shall not be
impaired  by,  (a)  any  bankruptcy,  insolvency,  reorganization,  arrangement,
readjustment,  composition,  liquidation  or the like of the  Assignor;  (b) any
exercise  or  non-exercise,  or any  waiver  of,  any  right,  remedy,  power or
privilege  under or in respect of this  Agreement;  or (c) any  amendment  to or

                                      -26-
<PAGE>

modification  of any  security  for any of the  Obligations;  whether or not the
Assignor shall have notice or knowledge of any of the foregoing.

          10.4 [Intentionally left blank].

          10.5 Successors and Assigns.  This Agreement shall be binding upon the
Assignor  and its  successors  and assigns and shall inure to the benefit of the
Collateral Agent and the Secured  Creditor and their  respective  successors and
assigns. All agreements, statements,  representations and warranties made by the
Assignor  herein or in any  certificate  or other  instrument  delivered  by the
Assignor or on its behalf under this Agreement  shall be considered to have been
relied upon by the Secured Creditor and shall survive the execution and delivery
of this Agreement  regardless of any investigation  made by the Secured Creditor
or on his behalf.

          10.6  Headings  Descriptive.  The headings of the several  sections of
this Agreement are inserted for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.

          10.7 GOVERNING LAW; SUBMISSION TO JURISDICTION;  VENUE; WAIVER OF JURY
TRIAL.

          (a) THIS  AGREEMENT  AND THE RIGHTS  AND  OBLIGATIONS  OF THE  PARTIES
HEREUNDER  SHALL BE CONSTRUED IN  ACCORDANCE  WITH AND BE GOVERNED BY THE LAW OF
THE STATE OF NEW YORK.  ANY LEGAL  ACTION OR  PROCEEDING  WITH  RESPECT  TO THIS
AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED
STATES FOR THE SOUTHERN  DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF
THIS  AGREEMENT,  THE  ASSIGNOR  HEREBY  IRREVOCABLY  ACCEPTS  FOR ITSELF AND IN
RESPECT  OF ITS  PROPERTY,  GENERALLY  AND  UNCONDITIONALLY,  THE  NON-EXCLUSIVE
JURISDICTION OF THE AFORESAID  COURTS.  THE ASSIGNOR HEREBY FURTHER  IRREVOCABLY
WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK JURISDICTION  OVER THE ASSIGNOR,  AND
AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR  PROCEEDING  WITH RESPECT TO
THIS AGREEMENT  BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS
JURISDICTION OVER THE ASSIGNOR. THE ASSIGNOR FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES  THEREOF BY  REGISTERED  OR CERTIFIED  MAIL,
POSTAGE  PREPAID,  TO THE  ASSIGNOR  AT ITS  ADDRESS  FOR NOTICES AS PROVIDED IN
SECTION 10.1 ABOVE, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
THE ASSIGNOR HEREBY  IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS
AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR
PROCEEDING  COMMENCED  HEREUNDER  THAT SUCH  SERVICE OF  PROCESS  WAS IN ANY WAY
INVALID OR INEFFECTIVE.  NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE COLLATERAL
AGENT UNDER THIS  AGREEMENT,  OR THE SECURED  CREDITOR,  TO SERVE PROCESS IN ANY
OTHER MANNER  PERMITTED  BY LAW OR TO COMMENCE

                                      -27-
<PAGE>
LEGAL  PROCEEDINGS  OR  OTHERWISE  PROCEED  AGAINST  THE  ASSIGNOR  IN ANY OTHER
JURISDICTION.

          (b) THE ASSIGNOR HEREBY  IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY
NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID  ACTIONS OR
PROCEEDINGS  ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT  BROUGHT IN THE
COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND
AGREES  NOT TO  PLEAD  OR CLAIM IN ANY  SUCH  COURT  THAT  ANY  SUCH  ACTION  OR
PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

          (c) EACH OF THE PARTIES TO THIS AGREEMENT  HEREBY  IRREVOCABLY  WAIVES
ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM  ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

          10.8  Assignor's  Duties.  It is  expressly  agreed,  anything  herein
contained to the contrary notwithstanding, that the Assignor shall remain liable
to perform all of the  obligations,  if any,  assumed by it with  respect to the
Subsidiary Collateral and the Collateral Agent shall not have any obligations or
liabilities  with respect to any  Subsidiary  Collateral by reason of or arising
out of this Agreement,  nor shall the Collateral  Agent be required or obligated
in any manner to perform or fulfill any of the obligations of the Assignor under
or with respect to any Subsidiary Collateral.

          10.9 Termination; Release.

          (a)  After  the  Termination  Date,  this  Agreement  shall  terminate
(provided that all indemnities set forth herein including, without limitation in
Section 8.1 hereof, shall survive such termination) and the Collateral Agent, at
the request and expense of the Assignor,  will  promptly  execute and deliver to
the Assignor a proper instrument or instruments  (including  Uniform  Commercial
Code termination  statements on form UCC-3)  acknowledging  the satisfaction and
termination of this Agreement, and will duly assign, transfer and deliver to the
Assignor (without  recourse and without any  representation or warranty) such of
the Subsidiary  Collateral as may be in the  possession of the Collateral  Agent
and as has not theretofore been sold or otherwise  applied or released  pursuant
to this Agreement. As used in this Agreement,  "Termination Date" shall mean the
date  upon  which  the Note  issued  under the Note  Purchase  Agreement  is not
outstanding and all Obligations then due and payable have been paid in full.

          (b) At any time that the Assignor  desires that the  Collateral  Agent
take any action to  acknowledge  or give  effect to any  release  of  Subsidiary
Collateral pursuant to the foregoing Section 10.9(a), the Assignor shall deliver
to the Collateral Agent a certificate signed by a senior officer of the Assignor
stating that the release of the  respective  Subsidiary  Collateral is permitted
pursuant to such Section 10.9(a).

          10.10  Counterparts.  This  Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so

                                      -28-
<PAGE>
executed and  delivered  shall be an original,  but all of which shall  together
constitute one and the same  instrument.  A set of counterparts  executed by all
the parties hereto shall be lodged with the Assignor and the  Collateral  Agent.
Execution of counterparts may be by facsimile.

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

          10.12 The Collateral  Agent and the Secured  Creditor.  The Collateral
Agent will hold in accordance  with this  Agreement all items of the  Subsidiary
Collateral at any time received under this Agreement. It is expressly understood
and  agreed  that the  obligations  of the  Collateral  Agent as  holder  of the
Subsidiary  Collateral and interests therein and with respect to the disposition
thereof, and otherwise under this Agreement,  are only those expressly set forth
in this  Agreement.  The  Collateral  Agent shall act hereunder on the terms and
conditions set forth herein.

          10.13 Benefit of Agreement.  This Agreement  shall be binding upon the
parties  hereto and their  respective  successors and assigns and shall inure to
the  benefit  of and be  enforceable  by  each  of the  parties  hereto  and its
successors and assigns.

    [Remainder of this page intentionally left blank; signature page follows]

                                      -29-

<PAGE>
          IN WITNESS  WHEREOF,  the parties hereto have caused this Agreement to
be executed and delivered by their duly authorized officers as of the date first
above written.


          ASSIGNOR:


                                        VIRTUAL VISION, Inc., as Assignor


                                        By:
                                           ------------------------------------
                                           Name:
                                           Title:



          SECURED PARTY:


                                        ----------------------------------------
                                                 Mortimer D. A. Sackler

                                        Address:  15 East 62nd Street
                                                  New York, NY  10021