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EXHIBIT 10.4


                                     FORM OF
                 PATENT AND TRADEMARK SECURITY AGREEMENT (U.S.)

      PATENT AND TRADEMARK SECURITY AGREEMENT (U.S.) (this "AGREEMENT") dated as
of May 22, 2002 by and between ____________________(1) having its chief
executive office at 122 Fifth Avenue, New York, NY 10011, as debtor (the
"BORROWER"), and FLEET NATIONAL BANK, as secured party and as administrative
agent for itself and each other Bank (as defined below) (the "ADMINISTRATIVE
AGENT") under the terms of that certain Revolving Credit Agreement dated as of
May 22, 2002 (as it may be amended from time to time, the "LOAN Agreement") by
and among the Borrower, the lending institutions that are party thereto
(collectively, the "BANKS"), and the Administrative Agent.

      WHEREAS, the Borrower has requested that the Banks enter into the Loan
Agreement with the Borrower, and to make Loans to the Borrower and issue Letters
of Credit on the Borrower's behalf, upon the terms and subject to the conditions
set forth therein; and

      WHEREAS, it is a condition precedent to the Banks' agreement to enter into
the Loan Agreement and extend credit to the Borrower thereunder that the
Borrower execute and deliver this Agreement and grant the security interest
herein provided.

      NOW, THEREFORE, in order to induce the Banks to enter into the Loan
Agreement and extend credit to the Borrower thereunder, and in consideration
thereof, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

ARTICLE 1. DEFINITIONS; INTERPRETATION.

      1.01 Generally. Capitalized terms used but not defined herein or in any
certificate, report or other document delivered pursuant hereto, shall have the
meanings ascribed to such terms in the Loan Agreement. Except as otherwise
defined herein, terms defined in the NY UCC (as defined below) and used herein
shall have the meanings ascribed to such terms in the NY UCC; provided, however,
that if a term is defined in Article 9 of the NY UCC differently than in another
Article thereof, the term shall have the meaning set forth in Article 9.

      1.02 Terms Defined in this Agreement. For purposes of this Agreement, the
following terms have the meanings set forth below:

      "ADMINISTRATIVE AGENT" shall have the meaning set forth in the Preamble.


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

(1)     See Footnote 2 on signature page.


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      "ASSIGNMENT OF MARKS" shall have the meaning set forth in Article 3.

      "ASSIGNMENT OF PATENTS" shall have the meaning set forth in Article 3.

      "BANKS" shall have the meaning set forth in the Preamble.

      "BORROWER" shall have the meaning set forth in the Preamble.

      "DAMAGES" shall have the meaning set forth in Article 11.

      "INDEMNIFIED PERSONS" shall have the meaning set forth in Article 11.

      "IP COLLATERAL" shall have the meaning set forth in Article 2.

      "LOAN AGREEMENT" shall have the meaning set forth in the Preamble.

      "NY UCC" means the Uniform Commercial Code in effect in the State of New
York, as it may be amended from time to time, provided, that if by reason of
mandatory provisions of law, perfection, or the effect of perfection or
nonperfection, of the security interest in any IP Collateral or the availability
of any remedy hereunder is governed by the Uniform Commercial Code as in effect
in a jurisdiction other than New York, "NY UCC" means the Uniform Commercial
Code as in effect in such other jurisdiction for purposes of the provisions
hereof relating to such perfection or effect of perfection or non-perfection or
availability of such remedy, as the case may be.

      "PATENT LICENSE" means any oral or written agreement now or hereafter in
existence granting to the Borrower any right to use any invention on which a
patent is in existence, all as may be amended, supplemented or otherwise
modified from time to time, including, without limitation, those listed on
Schedule A hereto.

      "PATENTS" means collectively all of the following now owned or hereafter
created or acquired by the Borrower: (a) all patents, patent applications and
Patent Licenses (as defined below) including, without limitation, those listed
on Schedule A hereto (but as to any such Patent License, only to the extent the
Borrower has the right to assign rights or grant a security interest therein),
which issue or have issued in any country or jurisdiction upon any patent
applications which correspond with any of such patents or patent applications;
(b) all letters patent of the United States or any other country, and all
applications for letters patent of the United States or any other country; (c)
the reissues, divisions, continuations, renewals, extensions and
continuations-in-part of any of the foregoing which issue or have issued in any
country or jurisdiction; (d) all income, royalties, damages and payments now or
hereafter due and/or payable under any of the foregoing or with respect to any
of the foregoing, including, without limitation, damages and payments for past,
present and future infringements of any of the foregoing; (e) the right to sue
for past, present and future infringements of any of the foregoing; (f) all
rights


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corresponding to any of the foregoing throughout the world; and (g) all goodwill
associated with any of the foregoing.

      "TRADEMARK LICENSE" means any oral or written agreement now or hereafter
in existence granting to the Borrower any right to use any trademark, all as may
be amended, supplemented or otherwise modified from time to time, including,
without limitation, those listed on Schedule B hereto.

      "TRADEMARKS" means collectively all of the following now owned or
hereafter created or acquired by the Borrower: (a) all trademarks, Trademark
Licenses including, without limitation, those listed on Schedule B hereto (but
as to any such Trademark License other than the B&N License, only to the extent
the Borrower has the right to assign rights or grant a security interest
therein) trade names, corporate names, company names, business names, fictitious
business names, trade styles, trade dress, service marks, logos, other business
identifiers, prints and labels on which any of the foregoing have appeared or
appear, all registrations and recordings thereof in the United States, any state
in the United States or any foreign jurisdiction, and all applications in
connection therewith, including, without limitation, those listed on Schedule B
hereto, whether or not any of the foregoing is registered or the subject of an
application for registration under federal law, state law, foreign law or
otherwise; (b) all renewals thereof; (c) all income, royalties, damages and
payments now or hereafter due and/or payable under any of the foregoing or with
respect to any of the foregoing, including, without limitation, damages and
payments for past, present and future infringements of any of the foregoing; (d)
the right to sue for past, present and future infringements of any of the
foregoing, (e) all rights corresponding to any of the foregoing throughout the
world; and (f) all goodwill associated with and symbolized by any of the
foregoing.

      "UNIFORM COMMERCIAL CODE" means, in reference to any jurisdiction, the
Uniform Commercial Code as adopted and in effect in such jurisdiction, as it may
be amended from time to time.

      1.03 Matters of Interpretation and Construction.

            (a) The language of this Agreement, having been negotiated by the
parties hereto, shall not be construed against any party hereto by reason of the
extent to which such party or its counsel participated in the drafting hereof or
by reason of the extent to which any such provision is inconsistent with any
prior draft hereof.

            (b) Use of the singular shall be deemed to include the plural and
use of the plural shall be deemed to include the singular. Use of any gender
shall be deemed to include all other genders.

            (c) A reference to any law, agreement or other document includes any
amendment or modification to such law, agreement or document.


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            (d) A reference to any Person includes its successors and permitted
assigns.

            (e) Unless the context clearly requires otherwise, reference to a
particular "Article" or "Section" refers to the corresponding article or section
of this Agreement.

            (f) Unless the context clearly requires otherwise, use of the word
"including" shall mean "including, without limitation".

ARTICLE 2. GRANT OF SECURITY INTEREST. As security for the prompt and
unconditional payment and performance of the Obligations, and for the benefit of
the Administrative Agent and the Banks, the Borrower hereby grants, assigns,
transfers and conveys to the Administrative Agent a continuing security interest
in and first priority lien on all Patents and all Trademarks, whether now owned
or hereafter acquired, and all Proceeds thereof (collectively, the "IP
COLLATERAL"). In order to more fully effectuate the grant of such security
interest, and to facilitate the exercise by the Administrative Agent of its
remedies under this Agreement, the Borrower grants, assigns, transfers, conveys
and sets over to the Administrative Agent, the Borrower's entire right, title
and interest in and to the Trademarks and the Patents; provided that such grant,
assignment, transfer and conveyance shall become effective only upon the giving
of written notice thereof by the Administrative Agent to the Borrower at any
time (i) during the existence of an Event of Default and (ii) after the Loans
have been accelerated pursuant to Section 7.2 of the Loan Agreement; provided,
however, that it shall become effective immediately and automatically (without
notice or action of any kind by the Administrative Agent) (i) upon an Event of
Default if such Event of Default is one for which acceleration of the Loans is
automatic under the Loan Agreement and/or (ii) upon the sale or other
disposition of or foreclosure upon the Collateral pursuant to this Agreement and
the other Loan Documents and applicable law (including the transfer or other
disposition of the IP Collateral to the Administrative Agent or its nominee in
lieu of foreclosure).

ARTICLE 3. DELIVERIES AND FILING. With respect to the Trademarks, the Borrower
has executed in blank and delivered to the Administrative Agent an assignment of
federally registered trademarks in substantially the form of Exhibit 1 hereto
(the "ASSIGNMENT OF MARKS"), and, with respect to the Patents, the Borrower has
executed in blank and delivered to the Administrative Agent an assignment of
patents, patent applications and related patent property in substantially the
form of Exhibit 2 hereto (the "ASSIGNMENT OF PATENTS"). The Borrower hereby
authorizes the Administrative Agent to complete as assignee and record with the
U.S. Patent and Trademark Office either or both of the Assignment of Marks and
the Assignment of Patents following the effectiveness thereof as provided in
Article 2 above.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES OF BORROWER. The Borrower represents
and warrants to the Administrative Agent as follows:


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      4.01 Ownership of Collateral; Absence of Liens and Restrictions. As of the
date hereof, the IP Collateral listed on Schedule A and Schedule B constitutes
Patents and Trademarks, respectively, now owned or used by the Borrower. The
Borrower is the sole owner in the United States and all other applicable
jurisdictions of the entire right, title and interest in and to each of the
Patents and Trademarks comprising the IP Collateral, free from any mortgage,
pledge, lien, security interest, charge, adverse claim or other encumbrance
including, without limitation, licenses, shop rights (with regard to the
Patents) and covenants not to sue, except as set forth on Schedule 4.01 and
except for the security interest herein granted and as otherwise permitted by
the Loan Agreement.

      4.02 Validity of Collateral; No Infringement. All of the IP Collateral is
subsisting, and none of the IP Collateral has been adjudged invalid or
unenforceable, in whole or in part. No claim has been made to the Borrower that
the use of any of the IP Collateral violates or may violate the rights of any
third Person and, to the Borrower's actual knowledge, there is no infringement
by the Borrower of any patent or trademark rights of others.

      4.03 Due Authorization; Non-Contravention. The execution, delivery and
performance of this Agreement are within the power of the Borrower, have been
duly authorized by all necessary corporate action of the Borrower, and do not
contravene any law, rule, regulation or any judgment, decree or order of any
arbitrator, court or other adjudicatory or regulatory body, or any agreement to
which the Borrower is a party or by which any of its property is bound.

ARTICLE 5. NO LIENS, ETC. The Borrower shall not, without the prior written
consent of the Administrative Agent, (a) assign or transfer, pledge, mortgage or
create or suffer to exist a security interest or lien by any Person other than
the Administrative Agent in the IP Collateral, (b) take any action contrary to
or inconsistent with the rights of the Administrative Agent under this
Agreement, or (c) cease the use of any Trademark or take or refrain from taking
any action which would result in the cancellation or expiration of any of the
Patents or Trademarks covered by this Agreement except as permitted under this
Agreement.

ARTICLE 6. BORROWER'S OBLIGATION TO OBTAIN AND MAINTAIN RIGHTS. The Borrower
shall not abandon any filed patent application or trademark registration, or
abandon any pending patent application or patent or any trademark registration
(except those that could not, individually or in the aggregate, be reasonably
expected to have a Material Adverse Effect) without the consent of the
Administrative Agent. For so long as this Agreement shall remain in effect, the
Borrower shall, at its own cost and expense, unless otherwise consented to in
writing by the Administrative Agent:

      (a) take all actions necessary or appropriate under applicable law (when
appropriate, through counsel acceptable to the Administrative Agent) to properly
maintain and renew all Patents and Trademarks which are or may become subject to
this Agreement for the full term or terms allowed by law including, without
limitation (i) the


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appropriate and timely payment of any required fees, and (ii) the appropriate
and timely filing of any documents or declarations necessary to maintain and
renew the Patents or registrations for Trademarks (including the filing of a
declaration of incontestability under Section 15 of the United States Trademark
Act when possible);

      (b) diligently prosecute any applications for Patents and Trademarks
currently pending;

      (c) file new applications to register and protect under applicable law all
patentable inventions or Trademarks acquired by the Borrower but for which
applications have not previously been filed and take all other action necessary
to cause Patents and Trademarks to be issued as a result of said applications;

except, with respect to the foregoing clauses (a), (b) and (c), for failures to
take actions or make prosecutions or filings that could not, individually or in
the aggregate, be reasonably expected to have a Material Adverse Effect.

ARTICLE 7. BORROWER'S OBLIGATION TO ENFORCE AND DEFEND RIGHTS.

      (a) The Borrower shall, at its own cost and expense, unless otherwise
consented to in writing by the Administrative Agent, take all reasonably
necessary steps to defend and protect the IP Collateral (i) from infringement,
unfair competition, dilution or damage by all appropriate actions including the
commencement of legal action to prevent and recover damages therefor, (ii) from
all claims of infringement, unfair competition, dilution or damage, including
the defense of legal actions making such claims, and (iii) from claims of all
Persons at any time asserting an interest in the IP Collateral adverse to, or
otherwise inconsistent with, that of the Administrative Agent, except, with
respect to the foregoing clauses (i), (ii) and (iii), for any steps, the failure
of which to take, that could not, individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect.

      (b) In the event of any material infringement, unfair competition,
dilution or damage of or in respect of any of the Patents or Trademarks caused
by the actions of a third party, the Borrower shall give the Administrative
Agent prompt written notice thereof and shall take all reasonably necessary
actions to prevent and recover damages as required by clause (a) above. If, in
the reasonable opinion of the Administrative Agent, the Borrower has failed to
take appropriate action within two months after such notice is given to the
Administrative Agent, upon notice to the Borrower, the Administrative Agent may
(but shall not be required to) itself take such action in the name of the
Borrower, with any damages recovered in such action, net of costs and attorneys'
fees reasonably incurred, to be applied as provided in Article 16.

      (c) The Borrower shall promptly notify the Administrative Agent of the
institution of, or any adverse determination in, any proceeding in the United
States Patent and Trademark Office or any other foreign or domestic governmental
agency, court or


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body, regarding the Borrower's claim of ownership in any of the Patents and
Trademarks which could reasonably be expected to have a material adverse effect
on the Borrower.

ARTICLE 8. AFTER ACQUIRED PROPERTY. If the Borrower shall obtain rights or
become entitled to the benefit of any new Patent, patentable inventions, patent
improvement, or Trademark before the Borrower's Obligations to the
Administrative Agent and the Banks have been satisfied in full, the Borrower
shall give the Administrative Agent prompt written notice thereof and the
provisions of this Agreement shall automatically apply thereto. The Borrower
authorizes the Administrative Agent to modify this Agreement, without the
necessity of the Borrower's further approval or signature, by amending Schedule
A and Schedule B to include any new IP Collateral required to be disclosed to
the Administrative Agent pursuant to this Article.

ARTICLE 9. FURTHER ASSURANCES. The Borrower shall, at its sole expense, do,
make, execute and deliver all such additional and further acts, things, deeds,
assurances, and instruments, in each case in form and substance reasonably
satisfactory to the Administrative Agent, relating to the creation, validity, or
perfection of the security interests and assignments provided for in this
Agreement under 35 U.S.C. Section 261, 15 U.S.C. Section 1051 et seq., the
Uniform Commercial Code, or other laws of the United States or the State of New
York, or of any other countries or states, as the Administrative Agent may from
time to time reasonably request, and shall take all such other action as the
Administrative Agent may reasonably require to more completely vest in and
assure to the Administrative Agent its rights hereunder or in any of the Patents
or Trademarks.

ARTICLE 10. AUTHORIZATIONS. The Borrower hereby irrevocably appoints the
Administrative Agent as its lawful attorney and agent, with full power of
substitution, (i) to execute and deliver on behalf of and in the name of the
Borrower such financing statements, assignments, pledges and other documents and
agreements, and to take such other action as the Administrative Agent may deem
reasonably necessary for the purpose of perfecting, protecting, effecting or
enforcing the security interests granted herein and effected hereby, under any
applicable law, and the Administrative Agent is hereby authorized to file on
behalf of and in the name of the Borrower at the Borrower's sole expense, such
financing statements, assignments, pledges and other documents in any
appropriate governmental office, provided that the Administrative Agent shall
deliver to the Borrower copies of all such filings, (ii) to commence, prosecute
and defend any legal proceedings in which the Administrative Agent is permitted
under the terms of this Agreement or the other Loan Documents to participate in
the Borrower's stead and (iii) following the occurrence and during the
continuance of an Event of Default, to take all actions necessary or appropriate
to facilitate the exercise of the Administrative Agent's remedies under this
Agreement, any of the other Loan Documents, or applicable law.

ARTICLE 11. INDEMNIFICATION. The Borrower shall indemnify and hold harmless the
Administrative Agent and the Banks, and their respective officers, directors,
agents, servants, employees and affiliates (collectively, the "INDEMNIFIED
PERSONS") for, and will pay to the Indemnified Persons the amount of, any loss,
liability, claim, demand, suit,


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legal or arbitration proceeding, damage (excluding special, exemplary, punitive
or consequential damages), expense (including costs of investigation and defense
and reasonable attorneys' fees) or diminution of value, whether or not involving
a third-party claim (collectively, "DAMAGES"), arising, directly or indirectly,
from or in connection with this Agreement or any of the other Loan Documents,
and the transactions contemplated hereby and thereby, except for any Damages
resulting from the Indemnified Person's gross negligence or willful misconduct
as finally determined by a court of competent jurisdiction, which determination
is not subject to further appeal. The indemnification obligation set forth in
this Article is not exclusive of, and shall not limit, any other remedies that
may be available to the Administrative Agent, the Banks or the other Indemnified
Persons.

ARTICLE 12. FEES, COSTS AND EXPENSES. The Borrower will pay any and all (i)
reasonable charges and costs and all taxes incurred in implementing or
subsequently amending this Agreement, including, without limitation, recording
and filing fees, appraisal fees, stamp taxes, and reasonable fees and
disbursements of the Administrative Agent's counsel incurred by the
Administrative Agent, in connection with this Agreement, and (ii) fees and
disbursements reasonably incurred by the Administrative Agent in the
preparation, execution and delivery of any waiver or consent by the
Administrative Agent relating to this Agreement, and in the enforcement of this
Agreement and in the enforcement or foreclosure of any liens, security interests
or other rights of the Administrative Agent under this Agreement, or under any
other documentation at any time given to the Administrative Agent in furtherance
of the transactions contemplated hereby. In addition, following the occurrence
and during the continuance of an Event of Default, the Borrower shall also pay
all reasonable costs and expenses of the Administrative Agent in connection with
the enforcement of this Agreement and with the enforcement or foreclosure of any
liens, security interests or other rights of the Administrative Agent under this
Agreement, or under any other documentation at any time given to the
Administrative Agent in furtherance of the transactions contemplated hereby,
except those resulting from the gross negligence or willful misconduct of the
Administrative Agent as finally determined by a court of competent jurisdiction,
which determination is not subject to further appeal.

ARTICLE 13. REMEDIES. Following the occurrence and during the continuance of an
Event of Default, the Administrative Agent may without notice or demand declare
this Agreement to be in default, and the Administrative Agent shall thereafter
have in any jurisdiction in which enforcement hereof is sought, in addition to
all other rights and remedies, the rights and remedies of a Administrative Agent
under the Uniform Commercial Code, including, without limitation, the right to
dispose of the Patents and Trademarks at public or private sale. The
Administrative Agent shall give to the Borrower at least ten (10) days' prior
written notice (which the Borrower agrees is "reasonable notification" under the
Uniform Commercial Code) of the time and place of any such public sale or of the
time after which any such private sale or any other intended disposition is to
be made.


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ARTICLE 14. REMEDIES CUMULATIVE. Each right, power and remedy of the
Administrative Agent provided for in this Agreement, the other Loan Documents,
or now or hereafter existing at law or in equity, or otherwise, shall be
cumulative and concurrent and shall be in addition to every other such right,
power or remedy. The exercise or beginning of the exercise by the Administrative
Agent of one or more of such rights, powers or remedies shall not preclude the
simultaneous or subsequent exercise of all such other rights, powers or
remedies, and no failure or delay on the part of the Administrative Agent to
exercise any such right, power or remedy shall operate as a waiver thereof.

ARTICLE 15. MARSHALLING. The Administrative Agent may exercise its rights with
respect to the IP Collateral without resorting or regard to other collateral or
sources of reimbursement. The Administrative Agent shall not be required to
marshal any present or future collateral security for, or other assurances of
payment of, the Obligations or any of them, or to resort to such collateral
security or other assurances of payment in any particular order. To the extent
that it may lawfully do so, the Borrower hereby (a) agrees that it will not
invoke any law relating to the marshalling of collateral that might cause delay
in or impede the enforcement of the Administrative Agent's rights with respect
to the Obligations or any of the Collateral and (b) irrevocably waives the
benefits of all such laws.

ARTICLE 16. APPLICATION OF MONEYS BY THE ADMINISTRATIVE AGENT; WAIVER OF CERTAIN
RIGHTS. All moneys collected upon any sale of the IP Collateral hereunder,
together with all other moneys received by the Administrative Agent hereunder,
shall be applied as follows: (i) first, to the payment of all reasonable costs
and expenses incurred by the Administrative Agent in connection with such sale,
the delivery of the IP Collateral or the collection of any such moneys
(including, without limitation, reasonable attorneys' fees and all other
expenses reasonably incurred); (ii) second, to satisfy the Obligations in such
manner as the Administrative Agent shall determine in its sole discretion
consistent with the Loan Agreement; and (iii) third, to the extent of any
surplus Proceeds, to the Borrower or to such other Person(s) as may be legally
entitled to same.

ARTICLE 17. BORROWER'S OBLIGATIONS ABSOLUTE; CERTAIN WAIVERS. The Obligations of
the Borrower under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by any circumstance or
occurrence whatsoever, including, without limitation: (a) any renewal,
extension, amendment or modification of or addition or supplement to or deletion
from the other Loan Documents, or any assignment or transfer of the other Loan
Documents; (b) any waiver, consent, extension, indulgence or other action or
inaction under or in respect of the Loan Documents; (c) any furnishing of any
additional collateral security to the Administrative Agent or its assignee or
any acceptance thereof or any release of any collateral security by the
Administrative Agent or its assignee; (d) any limitation on any party's
liability or obligations under the Loan Documents or any invalidity or
unenforceability, in whole or in part, of the same; or (e) any bankruptcy,
insolvency, reorganization, composition, adjustment, dissolution, liquidation or
other like proceeding relating to the Borrower or


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any other Person, or any action taken with respect to this Agreement by any
trustee or receiver or by any court, in any such proceeding; whether or not the
Borrower shall have notice or knowledge of any of the foregoing. The Borrower
expressly consents to any and all of the foregoing and, to the maximum extent
permitted by law, waives any rights or defenses relating to the enforcement of
this Agreement that the Borrower may have in connection therewith. Except for
notices specifically provided for herein, the Borrower hereby expressly waives
demand, notice, protest, notice of acceptance of this Agreement, notice of loans
made, credit extended, collateral received or delivered or other action taken in
reliance hereon and all other demands and notices of any description.

ARTICLE 18. EXONERATION OF ADMINISTRATIVE AGENT. Under no circumstances shall
the Administrative Agent be deemed to assume any responsibility for, or
obligation or duty with respect to, any part or all of the IP Collateral of any
nature or kind, or any matter or proceedings arising out of or relating thereto,
other than (i) to exercise reasonable care in the physical custody of the IP
Collateral and (ii) following the occurrence and during the continuance of an
Event of Default, to act in a commercially reasonable manner. The Administrative
Agent shall not be required to take any action of any kind to collect, preserve
or protect its or the Borrower's rights in the IP Collateral or to take action
against any other Person. The Administrative Agent's prior recourse to any part
or all of the IP Collateral shall not constitute a condition of any demand, suit
or proceeding for payment or collection of the Obligations.

ARTICLE 19. TERMINATION. The obligations of the Borrower hereunder shall
terminate when the commitment of the Banks to extend credit under the Loan
Agreement shall have terminated and all of the Obligations have been paid in
full in cash and discharged; provided, however, that:

            (a) if a claim is made upon the Administrative Agent or the Banks at
any time for repayment or recovery of any amounts or any property received by
the Administrative Agent or the Banks from any source on account of any of the
Obligations and the Administrative Agent or the Banks repay or return any
amounts or property so received (including interest thereon to the extent
required to be paid by the Administrative Agent or the Banks) or

            (b) if the Administrative Agent or the Banks become liable for any
part of such claim by reason of (i) any judgment or order of any court or
administrative authority having competent jurisdiction, or (ii) any settlement
or compromise of any such claim,

then the Borrower shall remain obligated under this Agreement with respect to
the amounts so repaid or property so returned and the amounts for which the
Administrative Agent or the Banks become liable (such amounts being deemed part
of the Obligations), and the security interest granted herein shall apply with
full force and effect to such Obligations, to the same extent as if such amounts
or property had never been received by the Administrative Agent or the Banks,
notwithstanding any termination hereof or the cancellation of any instrument or
agreement evidencing any of the Obligations.


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ARTICLE 20. OVERDUE AMOUNTS. Until paid, all amounts due and payable by the
Borrower hereunder shall constitute an Obligation under the Loan Documents and
shall be secured by the IP Collateral. Such amounts shall bear interest at the
rate per annum provided in the Loan Agreement to be paid on Base Rate Loans
after the occurrence of an Event of Default.

ARTICLE 21. MISCELLANEOUS.

      21.01 Relationship to Security Agreement. Any and all rights and interests
of the Administrative Agent in and to the Patents and Trademarks (and any and
all obligations of the Borrower with respect to the same) provided herein, or
arising hereunder or in connection herewith, shall only supplement and be
cumulative and in addition to the rights and interests of the Administrative
Agent (and the obligations of the Borrower) in, to or with respect to the
Collateral provided in or arising under or in connection with the Security
Agreement and shall not be in derogation thereof.

      21.02 Successors and Assigns. This Agreement shall be binding upon the
Borrower, the Administrative Agent and the Banks and their respective successors
and assigns permitted pursuant to the Loan Agreement, and shall inure to the
benefit of the Administrative Agent and the Banks and their respective
successors, transferees and assigns, as permitted by the Loan Agreement. The
Borrower may not assign any of its obligations hereunder.

      21.03 Survival. All representations, warranties, covenants and agreements
contained in this Agreement shall survive the execution and delivery of the Loan
Documents and shall continue for so long as this Agreement shall remain in
effect.

      21.04 Severability. If any provision of this Agreement shall be held
invalid or unenforceable by any court of competent jurisdiction, that holding
shall not invalidate or render unenforceable any other provision hereof.

      21.05 Amendments; Waiver, Etc. No provision of this Agreement, or any
right of the Administrative Agent in respect of the Obligations, can be changed,
waived, modified, discharged or terminated except by an instrument in writing
signed by the Administrative Agent and the Borrower expressly referring to the
provision of this Agreement or the right to which such instrument relates; and
no such waiver shall extend to, affect or impair any right with respect to any
obligation which is not expressly dealt with therein. No course of dealing or
delay or omission on the part of the Administrative Agent or the Banks or any of
them in exercising any right shall operate as a waiver of such right or any
other right, or otherwise be prejudicial thereto. A waiver on any one occasion
shall not be construed as a bar to or waiver of any right on any future
occasion.


                                      -11-
<PAGE>
      21.06 Execution and Counterparts. This Agreement may be executed in
several counterparts, each of which shall be an original and all of which shall
constitute one and the same agreement.

      21.07 Captions. Captions and headings in this Agreement are for
convenience only and in no way define, limit or describe the scope or intent of
the provisions hereof.

      21.08 Notices. All notices, approvals, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
given when delivered in the manner provided in the Loan Agreement.

      21.09 Governing Law. This Agreement shall be governed by, and interpreted
and determined in accordance with, the laws of the State of New York (without
regard to its principles relating to choice and conflicts of law).

      21.10 CONSENT TO JURISDICTION. THE BORROWER AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW
YORK LOCATED IN NEW YORK COUNTY, OR THE UNITED STATES DISTRICT COURT SITTING IN
THE BOROUGH OF MANHATTAN, NEW YORK CITY, OR ANY APPELLATE COURT TO WHICH APPEALS
MAY BE TAKEN FROM ANY OF THE FOREGOING COURTS, AND CONSENTS TO THE NON-EXCLUSIVE
JURISDICTION OF SUCH COURTS AND TO SERVICE OF PROCESS IN ANY SUCH SUIT BEING
MADE UPON THE BORROWER OR THE ADMINISTRATIVE AGENT BY MAIL AT ITS ADDRESS FOR
NOTICE SET FORTH IN THE LOAN AGREEMENT. THE BORROWER AND THE ADMINISTRATIVE
AGENT EACH HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN
INCONVENIENT FORUM.

      21.11 WAIVER OF JURY TRIAL. THE BORROWER AND THE ADMINISTRATIVE AGENT
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM, COUNTERCLAIM OR DEFENSE BASED HEREON,
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENTS CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF
CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS
OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT TO ENTER INTO THIS AGREEMENT AND FOR THE BANKS TO MAKE
LOANS AND EXTEND CREDIT TO THE BORROWER. EXCEPT AS PROHIBITED BY LAW, THE
BORROWER AND THE ADMINISTRATIVE AGENT EACH WAIVES ANY RIGHT WHICH IT MAY HAVE TO
CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE FIRST SENTENCE OF THIS
SECTION ANY SPECIAL, EXEMPLARY,


                                      -12-
<PAGE>
PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO,
ACTUAL DAMAGES. THE BORROWER (i) CERTIFIES THAT NEITHER THE ADMINISTRATIVE
AGENT, NOR ANY BANK, NOR ANY REPRESENTATIVE, ADMINISTRATIVE AGENT OR ATTORNEY OF
THE ADMINISTRATIVE AGENT OR ANY BANK HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT THE ADMINISTRATIVE AGENT OR ANY BANK WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT, IN ENTERING
INTO THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THE ADMINISTRATIVE
AGENT IS A PARTY, THE ADMINISTRATIVE AGENT AND THE BANKS ARE RELYING UPON, AMONG
OTHER THINGS, THE WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

                            (signatures on next page)


                                      -13-
<PAGE>
      IN WITNESS WHEREOF, the Borrower has caused this Agreement to be executed
by its duly authorized officer as of the day and year first above written.

BORROWER:

BARNES & NOBLE ENTITY(2)



By: /s/ Maureen O'Connell
    ----------------------
    Name: Maureen O'Connell
    Title: Chief Financial Officer
    Hereunto Duly Authorized

Accepted as of the day and year first above written.

ADMINISTRATIVE AGENT:

FLEET NATIONAL BANK,
as Administrative Agent

By: /s/ Thomas J. Bullard
    ---------------------
    Name:  Thomas J. Bullard
    Title:    Director
    Hereunto Duly Authorized






--------

(2)   Maureen O'Connell executed separate Patent and Trademark Security
Agreements for Barnes & Noble, Inc. and the following direct and indirect
subsidiaries of Barnes & Noble, Inc.:

B.Dalton Bookseller, Inc.
Barnes & Noble Booksellers, Inc.
SparkNotes LLC

                                      -14-