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                                                                     EXHIBIT 4.8

                            SECOND PRIORITY SECURITY AGREEMENT dated as of May
                    30, 2003, among PLIANT CORPORATION, a Utah corporation (the
                    "Issuer"), each subsidiary of the Issuer listed on Schedule
                    I hereto (each such subsidiary individually a "Guarantor"
                    and collectively, the "Guarantors"; the Guarantors and the
                    Issuer are referred to collectively herein as the
                    "Grantors") and WILMINGTON TRUST COMPANY, a Delaware banking
                    corporation ("Wilmington Trust"), as collateral agent (in
                    such capacity, the "Collateral Agent") for the Secured
                    Parties (as defined herein).

                                   WITNESSETH:

                WHEREAS, pursuant to the terms, conditions and provisions of (a)
the Indenture dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Indenture"), among the Issuer, the
Guarantors and Wilmington Trust, as trustee (the "Trustee"), and (b) the
Purchase Agreement dated as of May 22, 2003, among the Issuer, the Guarantors
and J.P. Morgan Securities Inc., Credit Suisse First Boston LLC and Deutsche
Bank Securities Inc. (the "Initial Purchasers"), the Issuer is issuing
$250,000,000 aggregate principal amount of 11 1/8% Senior Secured Notes due 2009
and may issue, from time to time, additional notes in accordance with the
provisions of the Indenture (collectively, the "Notes"), which will be
guaranteed on a senior secured basis by each of the Guarantors;

                WHEREAS, pursuant to the Security Agreement dated as of
September 30, 1997, as amended and restated as of May 31, 2000 (as amended,
supplemented or otherwise modified from time to time), among the Issuer, each of
the subsidiaries of the Issuer party thereto or which becomes a party thereto
pursuant to the Credit Agreement referred to below (together with the Issuer,
each a "Credit Agreement Grantor" and, collectively, the "Credit Agreement
Grantors") and Deutsche Bank Trust Company Americas (formerly known as Bankers
Trust Company), as collateral agent, the Credit Agreement Grantors have granted
to the Credit Agent (as defined below) a first-priority lien and security
interest in the Collateral (as defined below) in connection with the Credit
Agreement dated as of September 30, 1997, as amended and restated as of May 31,
2000 (as amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among the Issuer, Aspen Industrial, S.A. de C.V., a Mexico
corporation (the "Mexico Borrower"), the lenders from time to time party thereto
(the "Lenders"), Deutsche Bank Trust Company Americas, as administrative agent
and collateral agent (in such capacity, together with any successor Credit Agent
as provided and defined in the Intercreditor Agreement, the "Credit Agent") for
the Lenders and JPMorgan Chase Bank, as syndication agent;

                WHEREAS, the Issuer, the Collateral Agent and the Credit Agent
have entered into an Intercreditor Agreement, dated as of the date hereof (the
"Intercreditor

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                                                                               2

Agreement"), pursuant to which the lien upon and security interest in the
Collateral granted by this Agreement are and shall be subordinated in all
respects to the lien upon and security interest in the Collateral granted
pursuant to, and subject to the terms and conditions of, the Senior Lender
Documents (as defined in Article I hereof);

                WHEREAS, each Grantor is executing and delivering this Agreement
pursuant to the terms of the Indenture to induce the Trustee to enter into the
Indenture and the Initial Purchasers to purchase the Notes; and

                WHEREAS, each Grantor has duly authorized the execution,
delivery and performance of this Agreement.

                NOW, THEREFORE, for and in consideration of the premises, and of
the mutual covenants herein contained, and in order to induce the Trustee to
enter into the Indenture and the Initial Purchasers to purchase the Notes, each
Grantor and the Collateral Agent, on behalf of itself and each Secured Party
(and each of their respective successors or assigns), hereby agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

                Section 1.01. Definition of Terms Used Herein. Unless the
context otherwise requires, all capitalized terms used but not defined herein
shall have the meanings set forth in the Indenture.

                Section 1.02. Definition of Certain Terms Used Herein. As used
herein, the following terms shall have the following meanings:

                "Account Debtor" shall mean any Person who is or who may become
obligated to any Grantor under, with respect to or on account of an Account.

                "Accounts" shall mean any and all right, title and interest of
any Grantor to payment for goods and services sold or leased, including any such
right evidenced by chattel paper, whether due or to become due, whether or not
it has been earned by performance, and whether now or hereafter acquired or
arising in the future, including accounts receivable from Affiliates of the
Grantors.

                "Accounts Receivable" shall mean all Accounts and all right,
title and interest in any returned goods, together with all rights, titles,
securities and guarantees with respect thereto, including any rights to stoppage
in transit, replevin, reclamation and resales, and all related security
interests, liens and pledges, whether voluntary or involuntary, in each case
whether now existing or owned or hereafter arising or acquired.

                "Collateral" shall mean all (a) Accounts Receivable, (b)
Documents, (c) Equipment, (d) General Intangibles, (e) Inventory, (f) cash and
cash accounts, (g) Investment Property and (h) Proceeds; provided, however, that
Collateral shall not include with respect to any Grantor, any item of property
to the extent the grant by such

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                                                                               3

Grantor of a security interest pursuant to this Agreement in such Grantor's
right, title and interest in such item of property is prohibited by an
applicable contractual obligation (including but not limited to a Capitalized
Lease Obligation) or requirement of law or would give any other Person the right
to terminate its obligations with respect to such item of property and provided,
further, that the limitation in the foregoing proviso shall not affect, limit,
restrict or impair the grant by any Grantor of a security interest pursuant to
this Agreement in any money or other amounts due or to become due under any
Account, contract, agreement or General Intangible.

                "Commodity Account" shall mean an account maintained by a
Commodity Intermediary in which a Commodity Contract is carried out for a
Commodity Customer.

                "Commodity Contract" shall mean a commodity futures contract, an
option on a commodity futures contract, a commodity option or any other contract
that, in each case, is (a) traded on or subject to the rules of a board of trade
that has been designated as a contract market for such a contract pursuant to
the federal commodities laws or (b) traded on a foreign commodity board of
trade, exchange or market, and is carried on the books of a Commodity
Intermediary for a Commodity Customer.

                "Commodity Customer" shall mean a Person for whom a Commodity
Intermediary carries a Commodity Contract on its books.

                "Commodity Intermediary" shall mean (a) a Person who is
registered as a futures commission merchant under the federal commodities laws
or (b) a Person who in the ordinary course of its business provides clearance or
settlement services for a board of trade that has been designated as a contract
market pursuant to federal commodities laws.

                "Copyright License" shall mean any written agreement, now or
hereafter in effect, granting any right to any third party under any Copyright
now or hereafter owned by any Grantor or which such Grantor otherwise has the
right to license, or granting any right to such Grantor under any Copyright now
or hereafter owned by any third party, and all rights of such Grantor under any
such agreement.

                "Copyrights" shall mean all of the following now owned or
hereafter acquired by any Grantor: (a) all copyright rights in any work subject
to the copyright laws of the United States, whether as author, assignee,
transferee or otherwise, and (b) all registrations and applications for
registration of any such copyright in the United States, including
registrations, recordings, supplemental registrations and pending applications
for registration in the United States Copyright Office, including those listed
on Schedule II.

                "Credit Agreement" shall have the meaning assigned to such term
in the recitals of this Agreement.

                "Discharge of Senior Lender Claims" shall have the meaning
assigned to such term in the Intercreditor Agreement.

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                                                                               4

                "Documents" shall mean all instruments, files, records, ledger
sheets and documents covering or relating to any of the Collateral.

                "Entitlement Holder" shall mean a Person identified in the
records of a Securities Intermediary as the Person having a Security Entitlement
against the Securities Intermediary. If a Person acquires a Security Entitlement
by virtue of Section 8-501(b)(2) or (3) of the Uniform Commercial Code, such
Person is the Entitlement Holder.

                "Equipment" shall mean all equipment, furniture and furnishings,
including tools, parts and supplies of every kind and description, and all
improvements, accessions or appurtenances thereto, that are now or hereafter
owned by any Grantor.

                "Financial Asset" shall mean (a) a Security, (b) an obligation
of a Person or a share, participation or other interest in a Person or in
property or an enterprise of a Person, which is, or is of a type, dealt with in
or traded on financial markets, or which is recognized in any area in which it
is issued or dealt in as a medium for investment or (c) any property that is
held by a Securities Intermediary for another Person in a Securities Account if
the Securities Intermediary has expressly agreed with the other Person that the
property is to be treated as a Financial Asset under Article 8 of the Uniform
Commercial Code. As the context requires, the term Financial Asset shall mean
either the interest itself or the means by which a Person's claim to it is
evidenced, including a certificated or uncertificated Security, a certificate
representing a Security or a Security Entitlement.

                "First-Lien Termination Date" shall mean, subject to Section 5.6
of the Intercreditor Agreement, the date on which the Discharge of Senior Lender
Claims occurs.

                "General Intangibles" shall mean all choses in action and causes
of action and all other assignable intangible personal property of any Grantor
of every kind and nature (other than Accounts Receivable) now owned or hereafter
acquired by any Grantor, including corporate or other business records,
indemnification claims, contract rights (including rights under leases, whether
entered into as lessor or lessee, Hedging Agreements and other agreements but
excluding contract rights in contracts which prohibit assignment or the granting
of a security interest), Intellectual Property, goodwill, registrations,
franchises, tax refund claims and any letter of credit, guarantee, claim,
security interest or other security held by or granted to any Grantor to secure
payment by an Account Debtor of any of the Accounts Receivable.

                "Hedging Agreement" shall mean any interest rate protection
agreement, foreign currency exchange agreement, commodity price protection
agreement or other interest or currency exchange rate or commodity price hedging
arrangement.

                "Indenture Documents" shall mean the Indenture, the Notes, this
Agreement, the other Security Documents and the Intercreditor Agreement, as such
agreements may be amended, supplemented or otherwise modified from time to time.

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                                                                               5

                "Intellectual Property" shall mean all intellectual and similar
property of any Grantor of every kind and nature now owned or hereafter acquired
by any Grantor, including inventions, designs, Patents, Copyrights, Licenses,
Trademarks, trade secrets, confidential or proprietary technical and business
information, know-how, show-how or other data or information, software and
databases and all embodiments or fixations thereof and related documentation and
registrations, and all additions, improvements and accessions to, and books and
records describing or used in connection with, any of the foregoing.

                "Inventory" shall mean all goods of any Grantor, whether now
owned or hereafter acquired, held for sale or lease, or furnished or to be
furnished by any Grantor under contracts of service, or consumed in any
Grantor's business, including raw materials, intermediates, work in process,
packaging materials, finished goods, semi-finished inventory, scrap inventory,
manufacturing supplies and spare parts, and all such goods that have been
returned to or repossessed by or on behalf of any Grantor.

                "Investment Property" shall mean all Securities (whether
certificated or uncertificated), Security Entitlements, Securities Accounts,
Commodity Contracts and Commodity Accounts of any Grantor, whether now owned or
hereafter acquired by any Grantor.

                "License" shall mean any Patent License, Trademark License,
Copyright License or other franchise agreement, license or sublicense to which
any Grantor is a party, including those listed on Schedule III (other than those
agreements in existence on the date hereof and listed on Schedule III and those
agreements entered into after the date hereof, which by their terms prohibit
assignment or a grant of a security interest by such Grantor as licensee
thereunder).

                "Lien" shall mean any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including any conditional sale or other
title retention agreement or lease in the nature thereof).

                "Mortgages" shall mean the mortgages dated as of May 30, 2003
and those entered into hereafter, in each case between the record owner of each
Mortgaged Property (as defined in the applicable Mortgage) and the Trustee.

                "Obligations" shall mean all obligations of the Issuer and the
Guarantors under the Indenture, the Notes and the other Indenture Documents,
including obligations to the Trustee and the Collateral Agent, whether for
payment of principal of, interest on or additional interest, if any, on the
Notes and all other monetary obligations of the Issuer and the Guarantors under
the Indenture, the Notes and the other Indenture Documents, whether for fees,
expenses, indemnification or otherwise.

                "Officer" shall mean the Chairman of the Board, the Chief
Executive Officer, the Chief Financial Officer, the President, any Vice
President, the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Issuer. "Officer" of a Grantor has a correlative
meaning.

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                                                                               6

                "Other Second-Lien Obligations" shall have the meaning assigned
to such term in the Indenture.

                "Patent License" shall mean any written agreement, now or
hereafter in effect, granting to any third party any right to make, use or sell
any invention on which a Patent, now or hereafter owned by any Grantor or which
any Grantor otherwise has the right to license, is in existence, or granting to
any Grantor any right to make, use or sell any invention on which a Patent, now
or hereafter owned by any third party, is in existence, and all rights of any
Grantor under any such agreement.

                "Patents" shall mean all of the following now owned or hereafter
acquired by any Grantor: (a) all letters patent of the United States, all
registrations and recordings thereof, and all applications for letters patent of
the United States, including registrations, recordings and pending applications
in the United States Patent and Trademark Office, including those listed on
Schedule IV, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions
disclosed or claimed therein, including the right to make, use and/or sell the
inventions disclosed or claimed therein.

                "Perfection Certificate" shall mean a certificate substantially
in the form of Annex 1 hereto, completed and supplemented with the schedules and
attachments contemplated thereby, and duly executed by a financial officer of
the Issuer.

                "Proceeds" shall mean any consideration received from the sale,
exchange, license, lease or other disposition of any asset or property that
constitutes Collateral, any value received as a consequence of the possession of
any Collateral and any payment received from any insurer or other person or
entity as a result of the destruction, loss, theft, damage or other involuntary
conversion of whatever nature of any asset or property which constitutes
Collateral, and shall include, (a) any claim of any Grantor against any third
party for (and the right to sue and recover for and the rights to damages or
profits due or accrued arising out of or in connection with) (i) past, present
or future infringement of any Patent now or hereafter owned by any Grantor, or
licensed under a Patent License, (ii) past, present or future infringement or
dilution of any Trademark now or hereafter owned by any Grantor or licensed
under a Trademark License or injury to the goodwill associated with or
symbolized by any Trademark now or hereafter owned by any Grantor, (iii) past,
present or future breach of any License and (iv) past, present or future
infringement of any Copyright now or hereafter owned by any Grantor or licensed
under a Copyright License and (b) any and all other amounts from time to time
paid or payable under or in connection with any of the Collateral.

                "Secured Parties" shall mean the Trustee, the Collateral Agent,
each Holder and the successors and assigns of each of the foregoing.

                "Securities" shall mean any obligations of an issuer or any
shares, participations or other interests in an issuer or in property or an
enterprise of an issuer which (a) are represented by a certificate representing
a security in bearer or registered form, or the transfer of which may be
registered upon books maintained for that purpose

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                                                                               7

by or on behalf of the issuer, (b) are one of a class or series or by its terms
is divisible into a class or series of shares, participations, interests or
obligations and (c)(i) are, or are of a type, dealt with or traded on securities
exchanges or securities markets or (ii) are a medium for investment and by their
terms expressly provide that they are a security governed by Article 8 of the
UCC.

                "Securities Account" shall mean an account to which a Financial
Asset is or may be credited in accordance with an agreement under which the
Person maintaining the account undertakes to treat the Person for whom the
account is maintained as entitled to exercise rights that comprise the Financial
Asset.

                "Security Documents" shall mean this Agreement, the Second
Priority Pledge Agreement, the Mortgages and any other document or instrument
pursuant to which a Lien is granted by the Company or any Note Guarantor to
secure any Obligations or under which rights or remedies with respect to such
Lien are governed, as such agreements may be amended, modified or supplemented
from time to time.

                "Security Entitlements" shall mean the rights and property
interests of an Entitlement Holder with respect to a Financial Asset.

                "Security Interest" shall have the meaning assigned to such term
in Section 2.01.

                "Security Intermediary" shall mean (a) a clearing corporation or
(b) a Person, including a bank or broker, that in the ordinary course of its
business maintains securities accounts for others and is acting in that
capacity.

                "Senior Lender Claims" shall have the meaning assigned to such
term in the Intercreditor Agreement.

                "Senior Lender Documents" shall have the meaning assigned to
such term in the Intercreditor Agreement.

                "TIA" shall mean the Trust Indenture Act of 1939 (15 U.S.C.
77aaa-77bbbb) as in effect on the date hereof.

                "Trademark License" shall mean any written agreement, now or
hereafter in effect, granting to any third party any right to use any Trademark
now or hereafter owned by any Grantor or which any Grantor otherwise has the
right to license, or granting to any Grantor any right to use any Trademark now
or hereafter owned by any third party, and all rights of any Grantor under any
such agreement.

                "Trademarks" shall mean all of the following now owned or
hereafter acquired by any Grantor: (a) all trademarks, service marks, trade
names, corporate names, company names, business names, fictitious business
names, trade styles, trade dress, logos, other source or business identifiers,
designs and general intangibles of like nature, now existing or hereafter
adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications filed in connection therewith,

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                                                                               8

including registrations and registration applications in the United States
Patent and Trademark Office, any State of the United States, and all extensions
or renewals thereof, including those listed on Schedule V, (b) all goodwill
associated therewith or symbolized thereby and (c) all other assets, rights and
interests that uniquely reflect or embody such goodwill.

                "Uniform Commercial Code" or "UCC" shall mean the Uniform
Commercial Code as from time to time in effect in the State of New York.

                SECTION 1.01. Rules of Interpretation. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. Unless the context otherwise requires: (a) a term has the meaning
assigned to it; (b) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP; (c) "or" is not exclusive; (d)
"including" means including without limitation; and (e) words in the singular
include the plural and words in the plural include the singular.

                                   ARTICLE II.

                                SECURITY INTEREST

                Section 2.01. Security Interest. As security for the payment or
performance, as the case may be, in full of the Obligations, each Grantor hereby
bargains, sells, conveys, assigns, sets over, mortgages, pledges, hypothecates
and transfers to the Collateral Agent, its successors and assigns, for the
ratable benefit of the Secured Parties, and hereby grants to the Collateral
Agent, its successors and assigns, for the ratable benefit of the Secured
Parties, a security interest in, all of such Grantor's right, title and interest
in, to and under the Collateral (the "Security Interest"). Without limiting the
foregoing, in accordance with, and to the extent consistent with, the terms of
the Intercreditor Agreement, the Collateral Agent is hereby authorized to file
one or more financing statements, continuation statements, filings with the
United States Patent and Trademark Office or United States Copyright Office (or
any successor office) or other documents for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by
each Grantor, without the signature of any Grantor (but, prior to the occurrence
of any Event of Default or Default, the Collateral Agent shall provide notice of
such filing to such Grantor), and naming any Grantor or the Grantors as debtors
and the Collateral Agent as secured party.

                Section 2.02. No Assumption of Liability. The Security Interest
is granted as security only and shall not subject the Collateral Agent or any
other Secured Party to, or in any way alter or modify, any obligation or
liability of any Grantor with respect to or arising out of the Collateral.

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                                                                               9

                                  ARTICLE III.

                         REPRESENTATIONS AND WARRANTIES

                The Grantors jointly and severally represent and warrant to the
Collateral Agent and the Secured Parties that:

                Section 3.01. Title and Authority. Each Grantor has good and
valid rights in and title to the Collateral with respect to which it has
purported to grant a Security Interest hereunder and has full power and
authority to grant to the Collateral Agent the Security Interest in such
Collateral pursuant hereto and to execute, deliver and perform its obligations
in accordance with the terms of this Agreement, without the consent or approval
of any other Person other than any consent or approval which has been obtained
or the failure of which to obtain could not reasonably be expected to have a
material adverse effect on (a) the condition (financial or otherwise), results
of operations, business or prospects of the Issuer and its subsidiaries taken as
a whole, (b) the ability of the Issuer and the Guarantors to perform any
material obligations under any Security Document, or (c) the rights of or
benefits available to the Secured Parties under any Security Document (each, a
"Material Adverse Effect").

                Section 3.02. Filings. (a) The Perfection Certificate has been
duly prepared, completed and executed and the information set forth therein is
correct and complete. Fully executed UCC financing statements, as applicable, or
other appropriate filings, recordings or registrations containing a description
of the Collateral have been delivered to the Collateral Agent for filing in each
governmental, municipal or other office specified in Schedule 6 to the
Perfection Certificate, which are all the filings, recordings and registrations
(other than filings, recordings and registrations required to be made in the
United States Patent and Trademark Office and the United States Copyright Office
in order to perfect the Security Interest in Collateral consisting of United
States Patents, United States Trademarks and United States Copyrights) that are
necessary to publish notice of and protect the validity of and to establish a
legal, valid and perfected second-priority security interest in favor of the
Collateral Agent (for the ratable benefit of the Secured Parties) in respect of
all Collateral in which the Security Interest may be perfected by filing,
recording or registration in the United States (or any political subdivision
thereof), and no further or subsequent filing, refiling, recording, rerecording,
registration or reregistration is necessary in any such jurisdiction, except as
provided under applicable law with respect to the filing of continuation
statements and such filings, recordings and registrations as may be necessary to
perfect the Security Interest as a result of any event described in Section 5.03
of the Credit Agreement.

                (b) Each Grantor represents and warrants that fully executed
security agreements in the form hereof and containing a description of all
Collateral consisting of Intellectual Property shall have been received and
recorded within three months after the execution of this Agreement with respect
to United States Patents and United States registered Trademarks (and Trademarks
for which United States registration applications are pending) and within one
month after the execution of this Agreement with respect to United States
registered Copyrights by the United States Patent and Trademark Office

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                                                                              10

and the United States Copyright Office pursuant to 35 U.S.C. Section 261, 15
U.S.C. Section 1060 or 17 U.S.C. Section 205 and the regulations thereunder, as
applicable, to protect the validity of and to establish a legal, valid and
perfected second-priority security interest in favor of the Collateral Agent
(for the ratable benefit of the Secured Parties) in respect of all Collateral
consisting of Patents, Trademarks and Copyrights in which a security interest
may be perfected by filing, recording or registration in the United States (or
any political subdivision thereof), and no further or subsequent filing,
refiling, recording, rerecording, registration or reregistration is necessary
(other than such actions as are necessary to perfect the Security Interest with
respect to any Collateral consisting of Patents, Trademarks and Copyrights (or
registration or application for registration thereof) acquired or developed
after the date hereof).

                Section 3.03. Validity of Security Interest. The Security
Interest constitutes (a) a legal and valid security interest in all the
Collateral securing the payment and performance of the Obligations, (b) subject
to the filings described in Section 3.02 above, a perfected security interest in
all Collateral in which a security interest may be perfected by filing,
recording or registering a financing statement or analogous document in the
United States (or any political subdivision thereof) pursuant to the UCC or
other applicable law in such jurisdictions and (c) a security interest that
shall be perfected in all Collateral in which a security interest may be
perfected in the United States Patent and Trademark Office and the United States
Copyright Office upon the receipt and recording of this Agreement with the
United States Patent and Trademark Office and the United States Copyright
Office, as applicable, within the three-month period (commencing as of the date
hereof) pursuant to 35 U.S.C. Section 261 or 15 U.S.C. Section 1060 or the
one-month period (commencing as of the date hereof) pursuant to 17 U.S.C.
Section 205 and otherwise as may be required pursuant to the laws of any other
necessary jurisdiction. The Security Interest is and shall be a second-priority
Security Interest, prior to any other Lien on any of the Collateral, other than
(x) Liens securing Senior Lender Claims or (y) any other Permitted Liens.

                Section 3.04. Absence of Other Liens. The Collateral is owned by
the Grantors free and clear of any Lien, except for Permitted Liens. No Grantor
has filed or consented to the filing of (a) any financing statement or analogous
document under the UCC or any other applicable laws covering any Collateral, (b)
any assignment in which any Grantor assigns any Collateral or any security
agreement or similar instrument covering any Collateral in the United States
Patent and Trademark Office or the United States Copyright Office or (c) any
assignment in which any Grantor assigns any Collateral or any security agreement
or similar instrument covering any Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document is
still in effect, except, in each case, for Permitted Liens.

                                   ARTICLE IV.

                                    COVENANTS

                Section 4.01. Records. Each Grantor agrees to maintain, at its
own cost and expense, such complete and accurate records with respect to the
Collateral owned by

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                                                                              11

it as is consistent with its current practices and in accordance with such
prudent and standard practices used in industries that are the same as or
similar to those in which such Grantor is engaged, but in any event to include
complete accounting records indicating all payments and proceeds received with
respect to any part of the Collateral, and, at such time or times as the
Collateral Agent may reasonably request, promptly to prepare and deliver to the
Collateral Agent a duly certified schedule or schedules in form and detail
reasonably satisfactory to the Collateral Agent showing the identity, amount and
location of any and all Collateral.

                Section 4.02. Protection of Security. Each Grantor shall, at its
own cost and expense, take any and all actions necessary to defend title to the
Collateral against all persons and to defend the Security Interest of the
Collateral Agent in the Collateral and the priority thereof against any Lien
other than Permitted Liens.

                Section 4.03. Further Assurances. Each Grantor agrees, at its
own expense, to execute, acknowledge, deliver and cause to be duly filed all
such further instruments and documents and take all such actions as the
Collateral Agent, in accordance with, and to the extent consistent with, the
terms of the Intercreditor Agreement, may from time to time reasonably request
to better assure, preserve, protect and perfect the Security Interest and the
rights and remedies created hereby, including the payment of any fees and taxes
required in connection with the execution and delivery of this Agreement, the
granting of the Security Interest and the filing of any financing statements
(including fixture filings) or other documents in connection herewith or
therewith. If any amount payable under or in connection with any of the
Collateral shall be or become evidenced by any promissory note or other
instrument, such note or instrument shall be immediately pledged and delivered
to the Credit Agent (or, if the First-Lien Termination Date has already
occurred, the Collateral Agent) pursuant to the terms of the Pledge Agreement
(as defined in the Credit Agreement) (or, if the First-Lien Termination Date has
occurred, the Second Priority Pledge Agreement).

                Without limiting the generality of the foregoing, each Grantor
hereby authorizes the Credit Agent (or, if the First-Lien Termination Date has
already occurred, the Collateral Agent), with prompt notice thereof to the
Grantors, to supplement this Agreement by supplementing Schedule II, III, IV or
V hereto or adding additional schedules hereto to specifically identify any
registered asset or item that may constitute Copyrights, Patents or Trademarks;
provided, however, that any Grantor shall have the right, exercisable within 30
days after it has been notified by the Credit Agent (or, if the First-Lien
Termination Date has already occurred, the Collateral Agent) of the specific
identification of such Collateral, to advise the Credit Agent (or, if the
First-Lien Termination Date has already occurred, the Collateral Agent) in
writing of any inaccuracy of the representations and warranties made by such
Grantor hereunder with respect to such Collateral. Each Grantor agrees that it
will use its best efforts to take such action as shall be necessary in order
that all representations and warranties hereunder shall be true and correct with
respect to such Collateral within 30 days after the date it has been notified by
the Credit Agent (or, if the First-Lien Termination Date has already occurred,
the Collateral Agent) of the specific identification of such Collateral.

<PAGE>

                                                                              12

                Section 4.04. Inspection and Verification. The Collateral Agent
and such Persons as the Collateral Agent may reasonably designate shall have the
right, at the Grantors' own cost and expense, to inspect the Collateral, all
records related thereto (and to make extracts and copies from such records) and
the premises upon which any of the Collateral is located, to discuss the
Grantors' affairs with the officers of the Grantors and their independent
accountants and to verify under reasonable procedures the validity, amount,
quality, quantity, value, condition and status of, or any other matter relating
to, the Collateral, including, in the case of Accounts or Collateral in the
possession of any third party, by contacting Account Debtors or the third person
possessing such Collateral for the purpose of making such a verification. The
Collateral Agent agrees to maintain the confidentiality of the Information (as
defined below) obtained by it from such inspection or verification, except that
such Information may be disclosed (a) to its and its Affiliates' investment
advisors, directors, officers, employees and agents, including accountants,
legal counsel and other advisors (the "Representatives"), (b) to the extent
requested or demanded by any governmental authority or any self-regulatory
organization (including the National Association of Insurance Commissioners or
other similar organization), (c) to the extent required by applicable laws or
regulations or by any subpoena, order or similar legal process, (d) to any other
party to this Agreement, (e) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this agreement or any
other Transaction Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to any assignee of, or any prospective assignee of, any
of its rights or obligations under this agreement, (g) with the consent of the
Company or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available to
the Collateral Agent on a nonconfidential basis from a source other than the
Company, any Subsidiary or any of their Representatives that is not known to
such Person to be subject to any obligation of confidentiality to the Company or
any Subsidiary. For the purposes of this Section, "Information" means all
information received from the Company, any Subsidiary or any of their
Representatives relating to the Company, the Subsidiaries or their businesses,
other than any such information that is available to the Collateral Agent on a
nonconfidential basis prior to disclosure by the Company. Notwithstanding the
foregoing, the Collateral Agent shall have the absolute right to share any
information it gains from such inspection or verification with any Secured Party
that agrees to be bound by an agreement containing provisions substantially the
same as those of this Section; provided, however, that the exercise of such
right shall not violate any securities law or regulation.

                Section 4.05. Taxes; Encumbrances. In accordance with, and to
the extent consistent with, the terms of the Intercreditor Agreement, at its
option, the Collateral Agent may discharge past due taxes, assessments, charges,
fees, Liens, security interests or other encumbrances at any time levied or
placed on the Collateral and not permitted under the Indenture, and may pay for
the maintenance and preservation of the Collateral to the extent any Grantor
fails to do so as required by the Indenture or this Agreement, and each Grantor
jointly and severally agrees to reimburse the Collateral Agent on demand for any
payment made or any expense incurred by the Collateral Agent pursuant to the
foregoing authorization; provided, however, that nothing in this

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                                                                              13

Section 4.05 shall be interpreted as excusing any Grantor from the performance
of, or imposing any obligation on the Collateral Agent or any Secured Party to
cure or perform, any covenants or other promises of any Grantor with respect to
taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Indenture
Documents.

                Section 4.06. Assignment of Security Interest. If at any time
any Grantor shall take a security interest in any property of an Account Debtor
or any other Person to secure payment and performance of an Account, such
Grantor shall promptly assign such security interest to the Credit Agent and the
Collateral Agent. Such assignment need not be filed of public record unless
necessary to continue the perfected status of the security interest against
creditors of and transferees from the Account Debtor or other Person granting
the security interest.

                Section 4.07. Continuing Obligations of the Grantors. Each
Grantor shall remain liable to observe and perform all the conditions and
obligations to be observed and performed by it under each contract, agreement or
instrument relating to the Collateral, all in accordance with the terms and
conditions thereof, and each Grantor jointly and severally agrees to indemnify
and hold harmless the Collateral Agent and the Secured Parties from and against
any and all liability for such performance.

                Section 4.08. Use and Disposition of Collateral. None of the
Grantors shall make or permit to be made an assignment, pledge or hypothecation
of the Collateral or shall grant any other Lien in respect of the Collateral,
except as expressly permitted by the Indenture. Unless and (in accordance with,
and to the extent consistent with, the terms of the Intercreditor Agreement)
until the Collateral Agent shall notify the Grantors (which notice may be given
by telephone if promptly confirmed in writing) that (i) an Event of Default
shall have occurred and be continuing and (ii) during the continuance thereof
the Grantors shall not sell, convey, lease, assign, transfer or otherwise
dispose of any Collateral, the Grantors may use and dispose of the Collateral in
any lawful manner not inconsistent with the provisions of this Agreement, the
Indenture or any other Indenture Document. Without limiting the generality of
the foregoing, each Grantor agrees that it shall not permit any Inventory to be
in the possession or control of any warehouseman, bailee, agent or processor at
any time, other than Inventory that is in transit by any means, unless such
warehouseman, bailee, agent or processor shall have been notified of the
Security Interest and each Grantor shall use its best efforts to obtain a
written agreement in form and substance reasonably satisfactory to the
Collateral Agent to hold the Inventory subject to the Security Interest and the
instructions of the Credit Agent (or, if the First-Lien Termination Date has
occurred, the Collateral Agent) and to waive and release any Lien held by it
with respect to such Inventory, whether arising by operation of law or
otherwise.

                Section 4.09. Limitation on Modification of Accounts. None of
the Grantors will, without the prior written consent of the Credit Agent (or, if
the First-Lien Termination Date has occurred, the Collateral Agent), grant any
extension of the time of payment of any of the Accounts Receivable, compromise,
compound or settle the same for less than the full amount thereof, release,
wholly or partly, any Person liable for the

<PAGE>

                                                                              14

payment thereof or allow any credit or discount whatsoever thereon, other than
extensions, credits, discounts, compromises or settlements granted or made in
the ordinary course of business and consistent with its current practices and in
accordance with such prudent and standard practices used in industries that are
the same as or similar to those in which such Grantor is engaged.

                Section 4.10. Insurance. The Grantors, at their own expense,
shall maintain or cause to be maintained insurance covering physical loss or
damage to the Inventory and Equipment with financially sound and reputable
insurers and against such risks as are customarily insured against by Persons
engaged in the same or similar business, and of such types and in such amounts
as are customarily carried under similar circumstances by such other Persons.
Subject to the Intercreditor Agreement, each Grantor irrevocably makes,
constitutes and appoints the Collateral Agent (and all officers, employees or
agents designated by the Collateral Agent) as such Grantor's true and lawful
agent (and attorney-in-fact) for the purpose, during the continuance of an Event
of Default, of making, settling and adjusting claims in respect of Collateral
under policies of insurance, endorsing the name of such Grantor on any check,
draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto.
Subject to the Intercreditor Agreement, in the event that any Grantor at any
time or times shall fail to obtain or maintain any of the policies of insurance
required hereby or to pay any premium in whole or part relating thereto, the
Collateral Agent may, without waiving or releasing any obligation or liability
of the Grantors hereunder or any Event of Default, in its sole discretion,
obtain and maintain such policies of insurance and pay such premium and take any
other actions with respect thereto as the Collateral Agent deems reasonably
advisable. Subject to the Intercreditor Agreement, all sums disbursed by the
Collateral Agent in connection with this Section 4.10, including reasonable
attorneys' fees, court costs, expenses and other charges relating thereto, shall
be payable, upon demand, by the Grantors to the Collateral Agent and shall be
additional Obligations secured hereby.

                Section 4.11. Legend. Each Grantor shall legend, in form and
manner reasonably satisfactory to the Credit Agent (or, if the First-Lien
Termination Date has occurred, the Collateral Agent), its Accounts Receivable
and its books, records and documents evidencing or pertaining thereto with an
appropriate reference to the fact that such Accounts Receivable have been
assigned to the Credit Agent and the Collateral Agent for the benefit of the
Secured Parties and each of the Credit Agent and the Collateral Agent has a
security interest therein.

                Section 4.12. Covenants Regarding Patent, Trademark and
Copyright Collateral. (a) Each Grantor agrees that it will not, nor will it
permit any of its licensees to, do any act, or omit to do any act, whereby any
Patent which is material to the conduct of such Grantor's business may become
invalidated or dedicated to the public, and agrees, to the extent practicable,
that it shall continue to mark any products covered by a Patent with the
relevant patent number as necessary and sufficient to establish and preserve its
maximum rights under applicable patent laws.

<PAGE>

                                                                              15

                (b) Each Grantor (either itself or through its licensees or its
sublicensees) will, for each Trademark material to the conduct of such Grantor's
business, (i) maintain such Trademark in full force free from any claim of
abandonment or invalidity for non-use, (ii) maintain the quality of products and
services offered under such Trademark, (iii) display such Trademark with notice
of federal or foreign registration to the extent necessary and sufficient to
establish and preserve its maximum rights under applicable law and (iv) not
knowingly use or knowingly permit the use of such Trademark in violation of any
third party rights.

                (c) Each Grantor (either itself or through licensees) will, for
each work covered by a material Copyright, continue to publish, reproduce,
display, adopt and distribute the work with appropriate copyright notice as
necessary and sufficient to establish and preserve its maximum rights under
applicable copyright laws.

                (d) Each Grantor shall notify the Collateral Agent promptly if
it knows that any Patent, Trademark or Copyright material to the conduct of its
business may become abandoned, lost or dedicated to the public, or of any
adverse determination or development (including the institution of, or any such
determination or development in, any proceeding in the United States Patent and
Trademark Office or United States Copyright Office) regarding such Grantor's
ownership of any Patent, Trademark or Copyright, its right to register the same,
or to keep and maintain the same.

                (e) In no event shall any Grantor, either itself or through any
agent, employee, licensee or designee, file an application for any Patent,
Trademark or Copyright (or for the registration of any Trademark or Copyright)
with the United States Patent and Trademark Office, United States Copyright
Office or any office or agency in any political subdivision of the United
States, unless it promptly informs the Collateral Agent, and, in accordance
with, and to the extent consistent with, the terms of the Intercreditor
Agreement, upon request of the Collateral Agent, executes and delivers any and
all agreements, instruments, documents and papers as the Collateral Agent may
request to evidence the Collateral Agent's security interest in such Patent,
Trademark or Copyright, and, in accordance with, and to the extent consistent
with, the terms of the Intercreditor Agreement, each Grantor hereby appoints the
Collateral Agent as its attorney-in-fact to execute and file such writings for
the foregoing purposes (and, prior to the occurrence of any Event of Default or
Default, such Grantor shall be notified of such filing), all acts of such
attorney being hereby ratified and confirmed; such power, being coupled with an
interest, is irrevocable.

                (f) Each Grantor will take all necessary steps that are
consistent with the practice in any proceeding before the United States Patent
and Trademark Office, United States Copyright Office or any office or agency in
any political subdivision of the United States, to maintain and pursue each
material application relating to the Patents, Trademarks and/or Copyrights (and
to obtain the relevant grant or registration) and to maintain each issued Patent
and each registration of the Trademarks and Copyrights that is material to the
conduct of any Grantor's business, including timely filings of applications for
renewal, affidavits of use, affidavits of incontestability and payment of

<PAGE>

                                                                              16

maintenance fees, and, if consistent with good business judgment, to initiate
opposition, interference and cancelation proceedings against third parties.

                (g) In the event that any Grantor has reason to believe that any
Collateral consisting of a Patent, Trademark or Copyright material to the
conduct of any Grantor's business has been or is about to be infringed,
misappropriated or diluted by a third party, such Grantor promptly shall notify
the Collateral Agent and shall, if consistent with good business judgment,
promptly sue for infringement, misappropriation or dilution and to recover any
and all damages for such infringement, misappropriation or dilution, and take
such other actions as are appropriate under the circumstances to protect such
Collateral.

                (h) Upon and during the continuance of an Event of Default, each
Grantor shall use its reasonable best efforts to obtain all requisite consents
or approvals by the licensor of each Copyright License, Patent License or
Trademark License to effect the assignment of all of such Grantor's right, title
and interest thereunder to the Credit Agent and the Collateral Agent or their
designees for the benefit of the Secured Parties in accordance with the
Intercreditor Agreement.

                Section 4.13. Compliance with the TIA. To the extent applicable,
the Issuer will comply with TIA Section 314(b), relating to opinions of counsel
regarding the Lien and Security Interest created pursuant to this Agreement and
the other Indenture Documents.

                                   ARTICLE V.

                                POWER OF ATTORNEY

                Each Grantor irrevocably makes, constitutes and appoints the
Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor's true and lawful agent and attorney-in-fact,
and in such capacity the Collateral Agent shall have the right, with power of
substitution for each Grantor and in each Grantor's name or otherwise, for the
use and benefit of the Collateral Agent and the Secured Parties, upon the
occurrence and during the continuance of an Event of Default (a) to receive,
endorse, assign and/or deliver any and all notes, acceptances, checks, drafts,
money orders or other evidences of payment relating to the Collateral or any
part thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral; (c) to sign the
name of any Grantor on any invoice or bill of lading relating to any of the
Collateral; (d) to send verifications of Accounts Receivable to any Account
Debtor; (e) to commence and prosecute any and all suits, actions or proceedings
at law or in equity in any court of competent jurisdiction to collect or
otherwise realize on all or any of the Collateral or to enforce any rights in
respect of any Collateral; (f) to settle, compromise, compound, adjust or defend
any actions, suits or proceedings relating to all or any of the Collateral; (g)
to notify, or to require any Grantor to notify, Account Debtors to make payment
directly to the Collateral Agent; and (h) to use, sell, assign, transfer,
pledge, make any agreement with respect to or otherwise deal with all or any of
the Collateral, and to do all other acts and things necessary to carry out the
purposes of this Agreement, as fully and completely as though

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                                                                              17

the Collateral Agent were the absolute owner of the Collateral for all purposes;
provided, however, that nothing herein contained shall be construed as requiring
or obligating the Collateral Agent or any Secured Party to make any commitment
or to make any inquiry as to the nature or sufficiency of any payment received
by the Collateral Agent or any Secured Party, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof
or the moneys due or to become due in respect thereof or any property covered
thereby, and no action taken or omitted to be taken by the Collateral Agent or
any Secured Party with respect to the Collateral or any part thereof shall give
rise to any defense, counterclaim or offset in favor of any Grantor or (unless
such action is the result of gross negligence or willful misconduct) to any
claim or action against the Collateral Agent or any Secured Party. It is
understood and agreed that the appointment of the Collateral Agent as the agent
and attorney-in-fact of the Grantors for the purposes set forth above is coupled
with an interest and is irrevocable. The provisions of this Section shall in no
event relieve any Grantor of any of its obligations hereunder or under any other
Indenture Document with respect to the Collateral or any part thereof or impose
any obligation on the Collateral Agent or any Secured Party to proceed in any
particular manner with respect to the Collateral or any part thereof, or in any
way limit the exercise by the Collateral Agent or any Secured Party of any other
or further right which it may have on the date of this Agreement or hereafter,
whether hereunder, under any other Indenture Document, by law or otherwise.

                Notwithstanding anything in this Article V to the contrary, the
Collateral Agent agrees that it will not exercise any rights under the power of
attorney provided for in this Article V unless it does so in accordance with,
and to the extent consistent with, the terms of the Intercreditor Agreement.

                                   ARTICLE VI.

                                    REMEDIES

                Section 6.01. Remedies upon Default. In accordance with, and to
the extent consistent with, the terms of the Intercreditor Agreement, upon the
occurrence and during the continuance of an Event of Default, each Grantor
agrees to deliver each item of Collateral to the Collateral Agent on demand, and
it is agreed that the Collateral Agent shall have the right to take any of or
all the following actions at the same or different times: (a) with respect to
any Collateral consisting of Intellectual Property, on demand, to cause the
Security Interest to become an assignment, transfer and conveyance of any of or
all such Collateral by the applicable Grantors to the Collateral Agent, or to
license or sublicense, whether general, special or otherwise, and whether on an
exclusive or non-exclusive basis, any such Collateral throughout the world on
such terms and conditions and in such manner as the Collateral Agent shall
determine (other than in violation of any then-existing licensing or contractual
arrangements to the extent that waivers cannot be obtained), and (b) with or
without legal process and with or without prior notice or demand for
performance, to take possession of the Collateral and without liability for
trespass to enter any premises where the Collateral may be located for the
purpose of taking possession of or removing the Collateral and, generally, to
exercise any and all rights afforded to a secured party under the UCC or other
applicable law. Without

<PAGE>

                                                                              18

limiting the generality of the foregoing, in accordance with, and to the extent
consistent with, the terms of the Intercreditor Agreement, each Grantor agrees
that the Collateral Agent shall have the right, subject to the mandatory
requirements of applicable law, to sell or otherwise dispose of all or any part
of the Collateral, at public or private sale or at any broker's board or on any
securities exchange, for cash, upon credit or for future delivery as the
Collateral Agent shall deem appropriate. The Collateral Agent shall be
authorized at any such sale (if it deems it advisable to do so) to restrict the
prospective bidders or purchasers to persons who will represent and agree that
they are purchasing the Collateral for their own account for investment and not
with a view to the distribution or sale thereof, and upon consummation of any
such sale the Collateral Agent shall have the right to assign, transfer and
deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from
any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal
which such Grantor now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.

                The Collateral Agent shall give the Grantors 10 days' prior
written notice (which each Grantor agrees is reasonable notice within the
meaning of Section 9-611 of the UCC as in effect in the State of New York or its
equivalent in other jurisdictions) of the Collateral Agent's intention to make
any sale of Collateral. Such notice, in the case of a public sale, shall state
the time and place for such sale and, in the case of a sale at a broker's board
or on a securities exchange, shall state the board or exchange at which such
sale is to be made and the day on which the Collateral, or portion thereof, will
first be offered for sale at such board or exchange. Any such public sale shall
be held at such time or times within ordinary business hours and at such place
or places as the Collateral Agent may fix and state in the notice (if any) of
such sale. At any such sale, the Collateral, or portion thereof, to be sold may
be sold in one lot as an entirety or in separate parcels, as the Collateral
Agent may (in its sole and absolute discretion) determine. The Collateral Agent
shall not be obligated to make any sale of any Collateral if it shall determine
not to do so, regardless of the fact that notice of sale of such Collateral
shall have been given. The Collateral Agent may, without notice or publication,
adjourn any public or private sale or cause the same to be adjourned from time
to time by announcement at the time and place fixed for sale, and such sale may,
without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on
credit or for future delivery, the Collateral so sold may be retained by the
Collateral Agent until the sale price is paid by the purchaser or purchasers
thereof, but the Collateral Agent shall not incur any liability in case any such
purchaser or purchasers shall fail to take up and pay for the Collateral so sold
and, in case of any such failure, such Collateral may be sold again upon like
notice. At any public (or, to the extent permitted by law, private) sale made
pursuant to this Section, any Secured Party may bid for or purchase, free (to
the extent permitted by law) from any right of redemption, stay, valuation or
appraisal on the part of any Grantor (all said rights being also hereby waived
and released to the extent permitted by law), the Collateral or any part thereof
offered for sale and may make payment on account thereof by using any claim then
due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party

<PAGE>

                                                                              19

may, upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to any Grantor therefor. For purposes
hereof, a written agreement to purchase the Collateral or any portion thereof
shall be treated as a sale thereof; the Collateral Agent shall be free to carry
out such sale pursuant to such agreement and no Grantor shall be entitled to the
return of the Collateral or any portion thereof subject thereto, notwithstanding
the fact that after the Collateral Agent shall have entered into such an
agreement all Events of Default shall have been remedied and the Obligations
paid in full. As an alternative to exercising the power of sale herein conferred
upon it, in accordance with, and to the extent consistent with, the terms of the
Intercreditor Agreement, the Collateral Agent may proceed by a suit or suits at
law or in equity to foreclose this Agreement and to sell the Collateral or any
portion thereof pursuant to a judgment or decree of a court or courts having
competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver.

                Section 6.02. Application of Proceeds. In accordance with, and
to the extent consistent with, the terms of the Intercreditor Agreement, the
Collateral Agent shall apply the proceeds of any collection or sale of the
Collateral, as well as any Collateral consisting of cash, as follows:

                FIRST, to the payment of all costs and expenses incurred by the
        Trustee or the Collateral Agent (in its capacity as such hereunder or
        under any other Indenture Document) in connection with such collection
        or sale or otherwise in connection with this Agreement, any other
        Indenture Document or any of the Obligations (or any such costs and
        expenses incurred by a trustee or a collateral agent in connection with
        Other Second-Lien Obligations), including all court costs and the
        reasonable fees and expenses of its agents and legal counsel, the
        repayment of all advances made by the Trustee or Collateral Agent
        hereunder or under any other Indenture Document on behalf of any Grantor
        and any other costs or expenses incurred in connection with the exercise
        of any right or remedy hereunder or under any other Indenture Document
        and any other amounts due to the Trustee or the Collateral Agent under
        Section 7.07 of the Indenture;

                SECOND, to the payment in full of the Obligations owed to the
        Holders and any Other Second-Lien Obligations owed to holders of such
        Indebtedness (the amounts so applied to be distributed among the Holders
        and any holders of Other Second-Lien Obligations pro rata in accordance
        with the amounts of the Obligations owed to the Holders and Other
        Second-Lien Obligations owed to holders of such Indebtedness on the date
        of any such distribution); and

                THIRD, to the Grantors, their successors or assigns, or as a
        court of competent jurisdiction may otherwise direct.

                The Collateral Agent shall have absolute discretion as to the
time of application of any such proceeds, moneys or balances in accordance with
this Agreement. The Collateral Agent may fix a record date and payment date for
any payment to Holders pursuant to this Section 6.02. At least 15 days before
such record date, the Collateral Agent shall mail to each Holder and the Issuer
a notice that states the record date, the

<PAGE>

                                                                              20

payment date and the amount to be paid. Upon any sale of the Collateral by the
Collateral Agent (including pursuant to a power of sale granted by statute or
under a judicial proceeding), the receipt of the Collateral Agent or of the
officer making the sale shall be a sufficient discharge to the purchaser or
purchasers of the Collateral so sold and such purchaser or purchasers shall not
be obligated to see to the application of any part of the purchase money paid
over to the Collateral Agent or such officer or be answerable in any way for the
misapplication thereof.

                Section 6.03. Grant of License to Use Intellectual Property. In
accordance with, and to the extent consistent with, the Intercreditor Agreement,
for the purpose of enabling the Collateral Agent to exercise rights and remedies
under this Article at such time as the Collateral Agent shall be lawfully
entitled to exercise such rights and remedies, each Grantor hereby grants to the
Collateral Agent an irrevocable, non-exclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to the extent that
such license does not violate any then existing licensing arrangements (to the
extent that waivers cannot be obtained) to use, license or sub-license any of
the Collateral consisting of Intellectual Property now owned or hereafter
acquired by such Grantor, and wherever the same may be located, and including in
such license reasonable access to all media in which any of the licensed items
may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof and sufficient rights of quality control in
favor of Grantor to avoid the invalidation of the Trademarks subject to the
license. The use of such license by the Collateral Agent shall be exercised, at
the option of the Collateral Agent (if the First-Lien Termination Date has
occurred), upon the occurrence and during the continuation of an Event of
Default; provided that any license, sub-license or other transaction entered
into by the Collateral Agent in accordance herewith shall be binding upon the
Grantors notwithstanding any subsequent cure of an Event of Default.

                                  ARTICLE VII.

                                  MISCELLANEOUS

                Section 7.01. Notices. All communications and notices hereunder
shall (except as otherwise expressly permitted herein) be in writing and given
as provided in Section 12.02 of the Indenture. All communications and notices
hereunder to any Guarantor shall be given to it at its address or telecopy
number set forth on Schedule I, with a copy to the Issuer.

                Section 7.02. Security Interest Absolute. All rights of the
Collateral Agent hereunder, the Security Interest and all obligations of the
Grantors hereunder shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of the Indenture, any other Indenture
Document, any agreement with respect to any of the Obligations or any other
agreement or instrument relating to any of the foregoing, (b) any change in the
time, manner or place of payment of, or in any other term of, all or any of the
Obligations, or any other amendment or waiver of or any consent to any departure
from the Indenture, any other Indenture Document or any other agreement or
instrument, (c) any exchange, release or non-perfection of any Lien on other
collateral, or any release

<PAGE>

                                                                              21

or amendment or waiver of or consent under or departure from any guarantee,
securing or guaranteeing all or any of the Obligations, or (d) any other
circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor in respect of the Obligations or this Agreement.

                Section 7.03. Survival of Agreement. All covenants, agreements,
representations and warranties made by any Grantor herein and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Agreement shall be considered to have been relied upon by the
Secured Parties and shall survive the purchase and resale of the Notes by the
Initial Purchasers, regardless of any investigation made by the Initial
Purchasers or on their behalf, and shall continue in full force and effect until
this Agreement shall terminate.

                Section 7.04. Binding Effect; Several Agreement. This Agreement
shall become effective as to any Grantor when a counterpart hereof executed on
behalf of such Grantor shall have been delivered to the Collateral Agent and a
counterpart hereof shall have been executed on behalf of the Collateral Agent,
and thereafter shall be binding upon such Grantor and the Collateral Agent and
their respective successors and assigns, and shall inure to the benefit of such
Grantor, the Collateral Agent and the other Secured Parties and their respective
successors and assigns, except that no Grantor shall have the right to assign or
transfer its rights or obligations hereunder or any interest herein or in the
Collateral (and any such assignment or transfer shall be void) except as
expressly contemplated by this Agreement, the Indenture or other Indenture
Documents. This Agreement shall be construed as a separate agreement with
respect to each Grantor and may be amended, modified, supplemented, waived or
released with respect to any Grantor without the approval of any other Grantor
and without affecting the obligations of any other Grantor hereunder.

                Section 7.05. Successors and Assigns. Whenever in this Agreement
any of the parties hereto is referred to, such reference shall be deemed to
include the successors and assigns of such party; and all covenants, promises
and agreements by or on behalf of any Grantor or the Collateral Agent that are
contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns.

                Section 7.06. Collateral Agent's Fees and Expenses;
Indemnification. In accordance with, and to the extent consistent with, the
terms of the Intercreditor Agreement, (a) each Grantor jointly and severally
agrees to pay upon demand to the Collateral Agent the amount of any and all
reasonable expenses, including the reasonable fees, disbursements and other
charges of its counsel and of any experts or agents, which the Collateral Agent
may incur in connection with (i) the administration of this Agreement, (ii) the
custody or preservation of, or the sale of, collection from or other realization
upon any of the Collateral, (iii) the exercise, enforcement or protection of any
of the rights of the Collateral Agent hereunder or (iv) the failure of any
Grantor to perform or observe any of the provisions hereof.

                (b) Without limitation of its indemnification obligations under
the other Indenture Documents, each Grantor jointly and severally agrees to
indemnify the

<PAGE>

                                                                              22

Collateral Agent, the Trustee, the Holders and each Affiliate of the foregoing
persons (each such Person being called an "Indemnitee") against, and hold each
of them harmless from, any and all losses, claims, damages, liabilities and
related expenses, including reasonable fees, disbursements and other charges of
counsel, incurred by or asserted against any of them arising out of, in any way
connected with, or as a result of, the execution, delivery or performance of
this Agreement or any claim, litigation, investigation or proceeding relating
hereto or to the Collateral, whether or not any Indemnitee is a party thereto;
provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses
have resulted from the gross negligence or willful misconduct of such
Indemnitee.

                (c) Any such amounts payable as provided hereunder shall be
additional Obligations secured hereby and by the other Security Documents. The
provisions of this Section 7.06 shall remain operative and in full force and
effect regardless of the termination of this Agreement or any other Indenture
Document, the consummation of the transactions contemplated hereby, the
repayment of any of the Notes, the invalidity or unenforceability of any term or
provision of this Agreement or any other Indenture Document, or any
investigation made by or on behalf of the Collateral Agent or any Holder. All
amounts due under this Section 7.06 shall be payable on written demand therefor.

                Section 7.07. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                Section 7.08. Waivers; Amendment. (a) No failure or delay of the
Collateral Agent in exercising any power or right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Collateral Agent hereunder
and of the Collateral Agent, the Trustee and the Holders under the other
Indenture Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provisions of this
Agreement or any other Indenture Document or consent to any departure by any
Grantor therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) below, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No
notice to or demand on any Grantor in any case shall entitle such Grantor or any
other Grantor to any other or further notice or demand in similar or other
circumstances.

                (b) Neither this Agreement nor any provision hereof may be
waived, amended or modified except (i) in accordance with the Indenture pursuant
to an agreement or agreements in writing entered into by the Collateral Agent
and the Grantor or Grantors with respect to which such waiver, amendment or
modification is to apply, subject to the limitations in the Intercreditor
Agreement, or (ii) as otherwise provided in the Intercreditor Agreement.

<PAGE>

                                                                              23

                Section 7.09. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER INDENTURE
DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER INDENTURE DOCUMENTS, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 7.09.

                Section 7.10. Severability. In the event any one or more of the
provisions contained in this Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular
provision in a particular jurisdiction shall not in and of itself affect the
validity of such provision in any other jurisdiction). The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable
provisions.

                Section 7.11. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract (subject to Section
7.04), and shall become effective as provided in Section 7.04. Delivery of an
executed signature page to this Agreement by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.

                Section 7.12. Headings. Article and Section headings used herein
are for the purpose of reference only, are not part of this Agreement and are
not to affect the construction of, or to be taken into consideration in
interpreting, this Agreement.

                Section 7.13. Jurisdiction; Consent to Service of Process. (a)
Each Grantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of any New York State court or
Federal court of the United States of America sitting in New York City, and any
appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or the other Indenture Documents, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to
the extent permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided

<PAGE>

                                                                              24

by law. Nothing in this Agreement shall affect any right that the Collateral
Agent, the Trustee or any Holder may otherwise have to bring any action or
proceeding relating to this Agreement or the other Indenture Documents against
any Grantor or its properties in the courts of any jurisdiction.

                (b) Each Grantor hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or the other Indenture
Documents in any New York State court or Federal court of the United States of
America sitting in New York City. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.

                (c) Each party to this Agreement irrevocably consents to service
of process in the manner provided for notices in Section 7.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

                Section 7.14. Termination and Release. (a) This Agreement and
the Security Interest shall terminate at the time provided in Section 10.08 of
the Indenture, at which time the Collateral Agent shall execute and deliver to
the Grantors, at the Grantors' expense, all UCC termination statements and
similar documents which the Grantors shall reasonably request to evidence such
termination. Any execution and delivery of termination statements or documents
pursuant to this Section 7.14 shall be without recourse to or warranty by the
Collateral Agent. A Guarantor shall automatically be released from its
obligations hereunder and the Security Interest in the Collateral of such
Guarantor shall be automatically released in the event that all the capital
stock of such Guarantor shall be sold, transferred or otherwise disposed of
pursuant to a transaction permitted or not prohibited under the Indenture.

                (b) If any of the Collateral shall become subject to the release
provisions set forth in Section 10.03 of the Indenture or Section 5.1 of the
Intercreditor Agreement, such Collateral shall be automatically released from
the Security Interest to the extent provided in Section 10.03 of the Indenture
or Section 5.1 of the Intercreditor Agreement, as applicable. The Collateral
Agent shall execute and deliver to the Grantors, at the Grantors' expense, all
UCC termination statements and similar documents which the Grantor shall
reasonably request to evidence the termination of the Security Interest in such
Collateral. To the extent applicable, the Issuer will comply with TIA Section
314(d), relating to the release of property or securities from the Security
Interest and to any substitution therefor of any property or securities to be
subjected to the Security Interest. Any certificate or opinion required by TIA
Section 314(d) may be made by an Officer of the Issuer except in cases where TIA
Section 314(d) requires that such certificate or opinion be made by an
independent Person, which Person will be an independent engineer, appraiser or
other expert selected or approved by the Trustee in the exercise of reasonable
care.

<PAGE>

                                                                              25

                Section 7.15. Additional Grantors. If, pursuant to Sections 4.11
and 11.07 of the Indenture, the Issuer is required to cause any Subsidiary of
the Issuer that is not a Grantor to enter into this Agreement as a Grantor, upon
execution and delivery by the Collateral Agent and such Subsidiary of an
instrument in the form of Annex 2 hereto, such Subsidiary shall become a Grantor
hereunder with the same force and effect as if originally named as a Grantor
herein. The execution and delivery of any such instrument shall not require the
consent of any Grantor hereunder. The rights and obligations of each Grantor
hereunder shall remain in full force and effect notwithstanding the addition of
any new Grantor as a party to this Agreement.

                Section 7.16. Subject to Intercreditor Agreement.
Notwithstanding anything herein to the contrary, the Lien and security interest
granted to the Collateral Agent pursuant to this Agreement and the exercise of
any right or remedy by the Collateral Agent hereunder are subject to the
provisions of the Intercreditor Agreement. In the event of any conflict between
the terms of the Intercreditor Agreement and this Agreement, the terms of the
Intercreditor Agreement shall govern.

                Section 7.17. Credit Agreement. The Collateral Agent
acknowledges and agrees, on behalf of itself and the Holders, that, any
provision of this Agreement to the contrary notwithstanding, until the
First-Lien Termination Date, the Guarantors shall not be required to act or
refrain from acting with respect to any Collateral on which the Credit Agent has
a Lien superior in priority to the Collateral Agent's Lien thereon in any manner
that would result in a default under the terms and provisions of the Credit
Agreement.

<PAGE>

                                                                              26

                IN WITNESS WHEREOF, the parties hereto have duly executed this
Second Priority Security Agreement as of the day and year first above written.

                                             PLIANT CORPORATION,

                                             by
                                                  /s/ Brian E. Johnson
                                                  ------------------------------
                                                  Name:
                                                  Title:

                                             EACH OF THE GUARANTORS
                                             LISTED ON SCHEDULE I HERETO,

                                             by
                                                  /s/ Brian E. Johnson
                                                  ------------------------------
                                                  Name:
                                                  Title: Authorized Officer

                                             WILMINGTON TRUST COMPANY, as
                                             Collateral Agent,

                                             by
                                                  /s/ James D. Nesci
                                                  ------------------------------
                                                  Name:  James D. Nesci
                                                  Title:  Authorized Officer

<PAGE>

                                                               Schedule I to the
                                              Second Priority Security Agreement

                                   GUARANTORS

Pliant Solutions Corporation
Pliant Packaging of Canada, LLC
Pliant Corporation International
Pliant Film Products of Mexico, Inc.
Uniplast Holdings Inc.
Uniplast U.S., Inc.
Uniplast Midwest, Inc.
Pierson Industries, Inc.
Turex, Inc.

<PAGE>

                                                              Schedule II to the
                                              Second Priority Security Agreement

                                   COPYRIGHTS

Copyright Number                  Owner                  Title/Description
----------------            ------------------           -----------------
TX195582                    Pliant Corporation               Baby Talk

<PAGE>

                                                             Schedule III to the
                                              Second Priority Security Agreement

                                    LICENSES

<TABLE>
<CAPTION>
           LICENSOR                          LICENSEE              EXECUTION DATE            TYPE
---------------------------------------------------------------------------------------------------------
<S>                              <C>                              <C>                  <C>
Goodyear Tire & Rubber           Tycon Proprietary Ltd (now       6/29/1992                 Trademark
Company (now Huntsman            Kohler Packaging Ltd.)
Packaging Corporation
("HPC"))

Rubbermaid Incorporated          Occidental Chemical              7/14/1993                 Trademark
(now Decora, Inc.)               Corporation (Vulcan
                                 Material Plastico)

Saltech Inc.                     Huntsman Film Products           8/25/1993                  Patent
                                 Corporation

Designs by Joan Luntz            Rubbermaid, Inc.                 2/24/1994            Design & Trademark
                                 (now Decora, Inc.)

Dean Garrett                     Huntsman Design Products         1/1/1995                   Patent

Rubbermaid, Inc.                 Sinteticos SA                    4/10/1995                 Trademark
                                 (Colombia)

HPC                              Kohler Packaging Limited         10/30/1995                Trademark

KCL Corporation                  Reynolds Consumer Prods.         1/1/1996                   Patent

Huntsman Film Products           FMC Corporation (now Hudson      3/1/1997                   Patent
Corporation                      Sharp)
</TABLE>

<PAGE>

                                                                               2

<TABLE>
<CAPTION>
           LICENSOR                          LICENSEE              EXECUTION DATE            TYPE
----------------------------------------------------------------------------------------------------------
<S>                              <C>                              <C>                 <C>
Dowbrands L.P. and KCL           Dowbrands L.P. and KCL           7/14/1997                  Patent
Corporation                      Corporation

KCL Corporation                  Illinois Tool Works, Inc.        1/3/1998                   Patent

DuPont                           Pierson Industries               1/24/2000                  Patent

Jaguar Packaging, Inc.           Pliant Corporation               11/20/2000          Patent and Trademark

Pliant Corporation               Alliant Company, LLC             10/16/2001                Trademark

Eastman Chemical Company         Eastman Chemical Company              --                    Patent
and Pliant Corporation           and Pliant Corporation

Pliant Corporation               Robbie Manufacturing                  --                    Patent

The Glad Products Company        Pliant Corporation                    --                    Patents
</TABLE>

<PAGE>

                                                              Schedule IV to the
                                              Second Priority Security Agreement

                                     PATENTS

                                  See attached.

<PAGE>

                                                                               2

                               PLIANT U.S. PATENTS

<TABLE>
<CAPTION>
         US PATENT NO                       INVENTION TITLE                        OWNER
--------------------------------------------------------------------------------------------------------
<S>                             <C>                                      <C>
Design Pat. No. 402,543         WASTE BAG                                Pliant Solutions Corporation

Design Pat. No. 422,909         SLIDER FOR A RECLOSEABLE THERMOPLASTIC   Pliant Solutions Corporation
                                BAG

4,746,689                       METHOD OF MAKING AN ANTI-FUGATIVE        Pliant Corporation
                                ANTI-FOGGING COMPOUND

4,758,099                       FLEXIBLE CONTAINER HAVING RESEALABLE     Pliant Solutions Corporation
                                CLOSURE

4,767,654                       DETACHABLE COUPON LABEL                  Pliant Solutions Corporation

4,778,634                       PROCESS FOR THE MANUFACTURE OF POROUS    Pliant Corporation
                                FILM

4,787,755                       RECLOSEABLE FLEXIBLE CONTAINER HAVING    Pliant Solutions Corporation
                                FASTENER PROFILES SEALED AT THEIR ENDS
                                TO THE OUTSIDE OF THE BAG

4,832,886                       ABRASION PROCESS FOR THE MANUFACTURE     Pliant Corporation
                                OF MICROPOROUS FILM

4,863,286                       RECLOSEABLE BAG WITH PIVOTABLE           Pliant Solutions Corporation
                                FASTENER PROFILES

4,923,750                       THERMOPLASTIC STRETCH-WRAP MATERIAL      Pliant Corporation

4,927,271                       RECLOSEABLE TAMPER EVIDENT BAG WITH      Pliant Solutions Corporation
                                HOODED CLOSURE

4,941,196                       TAMPER EVIDENT BAG                       Pliant Solutions Corporation

5,059,033                       DETACHABLE HANDLE FOR SHIPPING SACKS     Pliant Solutions Corporation
</TABLE>

<PAGE>

                                                                               3

<TABLE>
<CAPTION>
         US PATENT NO                       INVENTION TITLE                        OWNER
--------------------------------------------------------------------------------------------------------
<S>                             <C>                                      <C>
5,064,893                       FLEXIBLE LABEL FILM FROM POLYETHYLENE    Pliant Corporation
                                AND CALCIUM CARBONATE-POLYMER MIXTURE

5,091,262                       STARCH FILLED COEXTRUDED DEGRADABLE      Pliant Corporation
                                POLYETHYLENE FILM

5,116,677                       THERMOPLASTIC STRETCH-WRAP MATERIAL      Pliant Corporation

5,155,967                       AUTOMATED BAG MANUFACTURING AND          Pliant Solutions Corporation
                                PACKAGING SYSTEM

5,407,277                       TAMPER EVIDENT BAG WITH AUXILIARY BAG    Pliant Solutions Corporation

5,417,035                       APPARATUS AND METHOD FOR MANUFACTURE     Pliant Solutions Corporation
                                OF FLEXIBLE RECLOSEABLE CONTAINERS

5,417,495                       RECLOSEABLE BAG                          Pliant Solutions Corporation

5,441,784                       PAPER BASE WALLCOVERINGS                 Pliant Solutions Corporation

5,459,186                       PEELABLE THERMOPLASTIC FILM              Pliant Corporation

5,495,946                       WICKETLESS SADDLE PACK OF PLASTIC BAGS   Pliant Corporation

5,522,690                       AUTOMATIC WICKETING APPARATUS            Pliant Corporation

5,526,934                       WICKETLESS PLASTIC BAG PACK WITH         Pliant Corporation
                                TAPERED WELD HOLE

5,561,966                       APPARATUS AND METHOD FOR MANUFACTURE     Pliant Solutions Corporation
                                OF FLEXIBLE RECLOSEABLE CONTAINERS

5,664,299                       RECLOSEABLE FASTENER ASSEMBLY            Pliant Solutions Corporation

5,707,472                       COMPOSITE FOR IN-MOLD TRANSFER           Pliant Solutions Corporation
                                PRINTING AND PROCESS FOR IN-MOLD
                                PRINTING OF MOLDED PLASTIC OR RUBBER
                                ARTICLES THEREWITH

5,729,929                       AGRICULTURAL MULCH FILMS AND METHODS     Pliant Corporation
                                FOR THEIR USE

5,736,249                       NON-STICK POLYMER-COATED ARTICLES OF     Pliant Solutions Corporation
                                MANUFACTURE
</TABLE>

<PAGE>

                                                                               4

<TABLE>
<CAPTION>
         US PATENT NO                       INVENTION TITLE                        OWNER
--------------------------------------------------------------------------------------------------------
<S>                             <C>                                      <C>
5,738,478                       AUTOMATIC WICKETING APPARATUS            Pliant Corporation

5,814,402                       PRESSURE SENSITIVE DRY TRANSFER          Pliant Solutions Corporation
                                GRAPHICS ARTICLE AND METHOD OF
                                MANUFACTURE

5,836,056                       RECLOSEABLE FASTENER ASSEMBLY            Pliant Solutions Corporation

5,871,281                       ZIPPER SLIDER PIVOTING WEDGE             Pliant Solutions Corporation

5,910,535                       WATER BASED COATING COMPOSITION HAVING   Pliant Solutions Corporation
                                SACRIFICIAL LAYER FOR STAIN REMOVAL

5,911,553                       AUTOMATIC WICKETING APPARATUS            Pliant Corporation

5,929,005                       GRAFFITI REMOVER WHICH COMPRISES AN      Pliant Solutions Corporation
                                ACTIVE SOLVENT, A SECONDARY SOLVENT,
                                AN EMOLLIENT AND A PARTICULATE FILLER
                                AND METHOD FOR ITS USE

5,935,692                       COMPOSITE FOR IN MOLD TRANSFER           Pliant Solutions Corporation
                                PRINTING

5,941,474                       SYSTEM, APPARATUS AND METHOD FOR         Pliant Corporation
                                UNLOADING AND LOADING WINDER SHAFTS

5,950,285                       ENDSTOP AND DOCKING MEANS FOR            Pliant Solutions Corporation
                                THERMOPLASTIC BAGS

5,956,815                       SLIDER ZIPPER RECLOSEABLE FASTENER       Pliant Solutions Corporation

5,956,924                       METHOD AND APPARATUS FOR PLACING A       Pliant Solutions Corporation
                                PRODUCT IN A FLEXIBLE RECLOSEABLE
                                CONTAINER

5,985,391                       CARRIER RELEASE SHEET FOR MOLDING        Pliant Corporation
                                COMPOUND

6,057,276                       GRAFFITI REMOVER WHICH COMPRISES AN      Pliant Solutions Corporation
                                ACTIVE SOLVENT, A SECONDARY SOLVENT,
                                AN EMOLLIENT AND A PARTICULATE FILLER
                                AND METHOD FOR ITS USE
</TABLE>

<PAGE>

                                                                               5

<TABLE>
<CAPTION>
         US PATENT NO                       INVENTION TITLE                        OWNER
--------------------------------------------------------------------------------------------------------
<S>                             <C>                                      <C>
6,084,020                       NON-STICK POLYMER-COATED ARTICLES OF     Pliant Solutions Corporation
                                MANUFACTURE, AND PROCESS AND COATINGS
                                FOR THE PRODUCTION THEREOF

6,086,995                       SELF-WOUND SELF-ADHESIVE SURFACE         Pliant Solutions Corporation
                                COVERING MATERIAL

6,120,849                       PROCESS FOR PRODUCING COATED ARTICLES    Pliant Solutions Corporation
                                OF MANUFACTURE

6,153,304                       HYDROPHOBIC COATING SYSTEM FOR           Pliant Solutions Corporation
                                APPLICATION TO AN INORGANIC, ORGANIC
                                OR METALLIC SUBSTRATE

6,178,602                       SLIDER ZIPPER RECLOSEABLE FASTENER       Pliant Solutions Corporation

6,209,287                       METHOD AND APPARATUS FOR PLACING A       Pliant Solutions Corporation
                                PRODUCT IN A FLEXIBLE RECLOSEABLE
                                CONTAINER

6,216,423                       METHOD AND APPARATUS FOR PLACING A       Pliant Solutions Corporation
                                PRODUCT IN A FLEXIBLE RECLOSEABLE
                                CONTAINER

6,257,763                       TAMPER EVIDENT ZIPPER SLIDER             Pliant Solutions Corporation

6,273,663                       AUTOMATIC WICKETING APPARATUS            Pliant Corporation

6,312,777                       METHODS AND COMPOSITION FOR MAKING A     Pliant Solutions Corporation
                                PRESSURE SENSITIVE ADHESIVE COATED
                                LAMINATE

6,363,692                       METHOD AND APPARATUS FOR PLACING A       Pliant Corporation
                                PRODUCT IN A FLEXIBLE RECLOSEABLE
                                CONTAINER

6,438,926                       METHOD AND APPARATUS FOR PLACING A       Pliant Corporation
                                PRODUCT IN A FLEXIBLE RECLOSEABLE
                                CONTAINER

6,499,272                       METHOD FOR PLACING A PRODUCT IN A        Pliant Solutions Corporation
                                FLEXIBLE RECLOSEABLE CONTAINER

6,562,425                       CARRIER RELEASE SHEET FOR STYRENE        Pliant Corporation
                                MOLDING PROCESS AND PROCESS AND SYSTEM
</TABLE>

<PAGE>

                                                                               6

                         PLIANT U.S. PATENT APPLICATIONS

<TABLE>
<CAPTION>
 U.S. APPL. SER. NO.                           TITLE                                  OWNER
-------------------------------------------------------------------------------------------------------------
<S>                     <C>                                                     <C>
08/865,945              MULTILAYER POLYAMIDE FILM STRUCTURE                     Pliant Corporation

09/406,494              CAREER RELEASE SHEET FOR MOLDING COMPOUND               Pliant Corporation

09/715,874              POLYMER COMPOSITE PACKAGING FILM FOR FRESH MEAT AND     Pliant Corporation
                        VEGETABLE PRODUCE

10/092,381              LOW GAUGE STRETCH WRAP FILM                             Pliant Corporation

10/098,186              METHOD AND APPARATUS FOR PLACING A PRODUCT IN A         Plaint Solutions Coproration
                        FLEXIBLE RECLOSABLE CONTAINER

10/107,694              EXTENDED LIP WICKET SLIDER DELI BAG                     Pliant Corporation

10/126,051              NONORIENTED STIFF PACKAGING FILM WITH SUPERIOR TEAR     Pliant Corporation
                        PROPERTIES

10/209,769              METHOD AND APPARATUS FOR PLACING A PRODUCT IN A         Pliant Solutions Corporation
                        FLEXIBLE RECLOSEABLE CONTAINER

10/228,236              SCORED TAMPER EVIDENT FASTENER TAPE                     Pliant Corporation

10/232,844              METHOD AND APPARATUS FOR PLACING A PRODUCT IN A         Pliant Corporation
                        FLEXIBLE RECLOSABLE CONTAINER

10/290,109              METHOD AND APPARATUS FOR PLACING A PRODUCT IN A         Pliant Corporation
                        FLEXIBLE RECLOSABLE CONTAINER

10/325,483              METHOD AND APPARATUS FOR PLACING A PRODUCT IN A         Pliant Corporation
                        FLEXIBLE RECLOSABLE CONTAINER

10/325,596              METHOD AND APPARATUS FOR PLACING A PRODUCT IN A         Pliant Corporation
                        FLEXIBLE RECLOSABLE CONTAINER

10/351,253              FOLDOVER CONDIMENT POUCH FILMS                          Pliant Corporation

10/402,492              DOUBLE GUSSETED TAMPER EVIDENT SLIDER BAG               Pliant Corporation
</TABLE>

<PAGE>

                                                                               7

<TABLE>
<CAPTION>
 U.S. APPL. SER. NO.                           TITLE                                  OWNER
--------------------------------------------------------------------------------------------------
<S>                     <C>                                                     <C>
10/405,052              METHOD AND APPARATUS FOR PLACING A PRODUCT IN A         Pliant Corporation
                        FLEXIBLE RECLOSABLE CONTAINER

60/330,140              SLIDERS FOR RECLOSABLE CONTAINERS                       Pliant Corporation

60/389,193              PEEL SEAL TEMPER EVIDENT SLIDER BAGS                    Pliant Corporation

60/389,860              PEEL SEAL TAMPER EVIDENT BAG                            Pliant Corporation

60/411,908              CUTTING SLIDER                                          Pliant Corporation

60/439,286              SHELF LINER WITH POLYMERIC FILM SUBSTRATE               Pliant Corporation

60/446,181              ATTACHABLE CLOSURE DEVICE                               Pliant Corporation
</TABLE>

<PAGE>

                                                               Schedule V to the
                                              Second Priority Security Agreement

                                   TRADEMARKS

                                 [See attached]

<PAGE>

<TABLE>
<CAPTION>
MASTER FILE REPORT                      PCMASTER REPORTER                             21MY2003  14 46            PAGE: 1
TRADEMARKS OF PLIANT CORPORATION

                                                    CURR REG
TRADEMARK                  COUNTRY        STATUS       NO       REG DT   CURR APP NO   APP DT   CLASS  EXPIRES      CURRENT OWNER
---------                -------------  ----------  ---------  --------  -----------  --------  -----  --------  -------------------
<S>                      <C>            <C>         <C>        <C>        <C>         <C>         <C>  <C>       <C>
PI AND DESIGN            United States  REGISTERED    924,927  07DE1991   72/377,625  02DE1970     16  07DE2001  PIERSON INDUSTRIES,
                                                                                                                 INC.
VERSI-PLY                United States  REGISTERED    867,561  01AP1989   72/290,644  08FE1968     16  01AP2009  PIERSON INDUSTRIES,
                                                                                                                 INC.
703DC                    United States  REGISTERED    1483437  05AP1988       679664  20AU1987     17  05AP2008  PLIANT CORPORATION
ALLIANT                  United States  INACTIVE                          76/227,249  20MR2001    016            PLIANT CORPORATION
ALLIANT                  United States  REGISTERED  2,657,111  03DE2002   76/227,813  20MR2001    020  03DE2012  PLIANT CORPORATION
ALLIANT AND DESIGN       United States  REGISTERED  2,687,393  11FE2003   76/313,927  18SE2001    016  11FE2013  PLIANT CORPORATION
ALLIANT AND DESIGN       United States  REGISTERED  2,687,392  11FE2003   76/313,926  18SE2001    020  11FE2013  PLIANT CORPORATION
ALLIANT RECLOSABLE       United States  REGISTERED  2,681,829  28JA2003   76/313,702  18SE2001    016  28JA2013  PLIANT CORPORATION
TECHNOLOGIES
ALLIANT RECLOSABLE       United States  REGISTERED  2,684,637  04FE2003   76/313,703  18SE2001     20  04FE2013  PLIANT CORPORATION
TECHNOLOGIES
ARCTICWRAP               United States  REGISTERED  1,564,492  07NO1989                            16  07NO2009  PLIANT CORPORATION
BFO                      United States  REGISTERED  1,600,830  12JE1990   73/778,909  06FE1989     17  12JE2010  PLIANT CORPORATION
BIRDTITE                 United States  FILED                             76/351,761  20DE2001     16            PLIANT CORPORATION
BLAST                    United States  REGISTERED  2,608,039  13AU2002   76/054,374  23MY2000    016  13AU2012  PLIANT CORPORATION
BLESSINGS                United States  REGISTERED  2,301,570  21DE1999   75/460,116  01AP1998     17  21DE2009  PLIANT CORPORATION
CHEEZFILM                United States  REGISTERED  1,857,675  11OC1994   74/450,529  21OC1993     16  110C2004  PLIANT CORPORATION
CHEEZFILM                United States  INACTIVE    1,404,004  05AU1986                            16  05AU2006  PLIANT CORPORATION
CHOICE-WRAP              United States  REGISTERED     857929  01OC1968   72/266/325  09MR1967     17  01OC2008  PLIANT CORPORATION
CLOUD NINE AND DESIGN    United States  REGISTERED  1,359,201  10SE1985      478,223  30AP1984     17  10SE2005  PLIANT CORPORATION
CO-EX PLASTICS           United States  REGISTERED  1,539,303  16MY1989   73/730,779  26MY1988     16  16MY2009  PLIANT CORPORATION
DP AND DESIGN            United States  REGISTERED     977946  05FE1974   72/424,331  15MY1972     17  05FE2004  PLIANT CORPORATION
DUBL-PAK                 United States  REGISTERED    852,101  09JL1968   72/215,251  29MR1965     16  09JL2008  PLIANT CORPORATION
EDIGARD                  United States  INACTIVE                          75/451,597  17MR1998     10            PLIANT CORPORATION
ELASTIFILM               United States  REGISTERED    1100744  29AU1978   73/158,208  08FE1978     16  29AU2008  PLIANT CORPORATION
ELASTIFILM ULTRA         United States  REGISTERED  2,238,366  13AP1999   75/372,639  14OC1997     16  13AP2009  PLIANT CORPORATION
FREEZENE                 United States  FILED                             76/272,245  15JE2001     17            PLIANT CORPORATION
FRY-PAK                  United States  REGISTERED    1959770  05MR1996   74/563,535  19AU1994     16  05MR2006  PLIANT CORPORATION
GROWFILM                 United States  REGISTERED    1206169  24AU1982      323,088  10AU1981     17  24AU2002  PLIANT CORPORATION
H AND DESIGN             United States  REGISTERED  2,284,747  12OC1999   75/435,760  17FE1998     17  12OC2009  PLIANT CORPORATION
H AND DESIGN             United States  REGISTERED  2,284,746  12OC1999   75/435,759  17FE1998     17  12OC2009  PLIANT CORPORATION
HL                       United States  REGISTERED  1,600,831  12JE1990   73/779,067  06FE1989     17  12JE2011  PLIANT CORPORATION
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MASTER FILE REPORT                      PCMASTER REPORTER                             21MY2003  14 46            PAGE: 2
TRADEMARKS OF PLIANT CORPORATION

                                                    CURR REG
TRADEMARK                   COUNTRY       STATUS        NO      REG DT   CURR APP NO   APP DT   CLASS   EXPIRES     CURRENT OWNER
---------                -------------  ----------  ---------  --------  -----------  --------  -----  --------  -------------------
<S>                      <C>            <C>         <C>        <C>        <C>         <C>         <C>  <C>       <C>
LAB SEAL                 United States  REGISTERED  2,547,349  12MR2002   76/284,688  13JL2001     09  12MR2012  PLIANT CORPORATION
MAXILENE                 United States  REGISTERED  1,267,132  14FE1984      404,687  03DE1982     17  14FE2004  PLIANT CORPORATION
OMNIFILM                 United States  REGISTERED  1,208,308  14SE1982   73/339,450  30NO1981     16  14SE2012  PLIANT CORPORATION
OPTIFRESH                United States  INACTIVE                          75/451,583  17MR1998     17            PLIANT CORPORATION
OPTX                     United States  REGISTERED  2,652,495  19NO2002   76/131,982  20SE2000     16  19NO2012  PLIANT CORPORATION
P DESIGN                 United States  REGISTERED  2,691,463  25FE2003   76/139,696  29SE2000     17  25FE2013  PLIANT CORPORATION
P DESIGN (COLORIZED)     United States  REGISTERED  2,664,147  17DE2002   76/146,413  12OC2000     17  17DE2012  PLIANT CORPORATION
P PLIANT CORPORATION
 AND DESIGN              United States  REGISTERED  2,693,866  04MR2003   76/139,697  29SE2000     17  04MR2013  PLIANT CORPORATION
P PLIANT CORPORATION
 AND DESIGN              United States  FILED                             76/146,412  12OC2000     17            PLIANT CORPORATION
P PLIANT CORPORATION
 FILMS. PA               United States  REGISTERED  2,669,886  31DE2002   76/139,698  29SE2000     17  31DE2012  PLIANT CORPORATION
P PLIANT CORPORATION
 FILMS. PA               United States  REGISTERED  2,693,875  04MR2003   76,146,414  12OC2000     17  04MR2013  PLIANT CORPORATION
PERMA-BLOCK              United States  REGISTERED  1,947,873  16JA1996   74/435,949  15SE1993     17  16JA2006  PLIANT CORPORATION
PHASE PLUS               United States  REGISTERED  1,916,417  05SE1995   74/579,970  29SE1994     16  05SE2005  PLIANT CORPORATION
PLIANT CORPORATION       United States  REGISTERED  2,560,107  09AP2002   76/049,537  16MY2000    017  09AP2012  PLIANT CORPORATION
PLYLENE                  United States  REGISTERED  1,098,786  08AU1978      147,331  04NO1977     17  08AU2008  PLIANT CORPORATION
POLLY*STAR               United States  REGISTERED  1,602,283  19JE1990   73/778,903  19JE1990     22  19MY2010  PLIANT CORPORATION
PRIME-WRAP               United States  REGISTERED     819118  22NO1966   72/239,517  24FE1966     37  22NO2006  PLIANT CORPORATION
READI-WRAP               United States  FILED                             78/193,595  11DE2002     16            PLIANT CORPORATION
RELLIANT                 United States  FILED                             76/283,422  11JL2001     26            PLIANT CORPORATION
RELLIANT                 United States  FILED                             76/283,421  11JL2001     16            PLIANT CORPORATION
RELLIANT SERIES 100      United States  INACTIVE                          76/303,636  21AU2001     20            PLIANT CORPORATION
RELLIANT SERIES 100      United States  INACTIVE                          76/303,633  21AU2001     16            PLIANT CORPORATION
RELLIANT SERIES 200      United States  FILED                             76/303,631  21AU2001     16            PLIANT CORPORATION
RELLIANT SERIES 200      United States  FILED                             76/303,632  21AU2001     20            PLIANT CORPORATION
RELLIANT SERIES 60       United States  INACTIVE                          76/303,634  21AU2001     16            PLIANT CORPORATION
RELLIANT SERIES 60       United States  FILED                             76/303,635  21AU2001     20            PLIANT CORPORATION
RELLIANT SLIDER
 TECHNOLOGIES A          United States  FILED                             76/313,555  18SE2001     20            PLIANT CORPORATION
RELLIANT SLIDER
 TECHNOLOGIES A          United States  FILED                             76/313,554  18SE2001     16            PLIANT CORPORATION
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MASTER FILE REPORT                      PCMASTER REPORTER                             21MY2003  14 46            PAGE: 3
TRADEMARKS OF PLIANT CORPORATION

                                                    CURR REG
TRADEMARK                   COUNTRY       STATUS        NO      REG DT   CURR APP NO   APP DT   CLASS   EXPIRES      CURRENT OWNER
---------                -------------  ----------  ---------  --------  -----------  --------  -----  --------  -------------------
<S>                      <C>            <C>         <C>        <C>       <C>          <C>         <C>  <C>       <C>
REVOLUTION               United States  FILED                             76/267,751  06JE2001    017            PLIANT CORPORATION
SECURALL                 United States  REGISTERED  1,381,419  04FE1986   73/547,573  12JL1985     17  04FE2006  PLIANT CORPORATION
SHO CASE                 United States  REGISTERED  1,678,544  10MR1992   73/779,093  06FE1989     17  10MR2012  PLIANT CORPORATION
STRATA                   United States  REGISTERED    1485267  19AP1988   73/681,751  31AU1987     17  19AP2008  PLIANT CORPORATION
TAURUS AND DESIGN        United States  INACTIVE    1,198,793  22JE1982      278,432  19SE1980     22  22JE2002  PLIANT CORPORATION
TOUGH GUARD              United States  REGISTERED     987894  09JL1974   72/460,278  14JE1973     16  09JL2004  PLIANT CORPORATION
ULTRA FREEZENE           United States  FILED                             76/272,246  15JE2001     17            PLIANT CORPORATION
UNIVOH                   United States  REGISTERED  2,077,576  08JL1997   75/149,426  13AU1996     16  08JL2007  PLIANT CORPORATION
VITAFILM                 United States  REGISTERED    422,922  20AU1946   71/479,120  29JA1945     37  20AU2006  PLIANT CORPORATION
VITAFRESH                United States  REGISTERED    1185722  12JA1982   73/247,088  07AP1980     16  12JA2012  PLIANT CORPORATION
VITASPENSER              United States  REGISTERED  2,049,615  01AP1967   74/619,153  09JA1995     20  01AP2007  PLIANT CORPORATION
VITAWRAP                 United States  REGISTERED     839152  21NO1967   72/260,546  12DE1966     16  21NO2007  PLIANT CORPORATION
WINWRAP                  United States  REGISTERED  1,882,217  07MR1995   74/487,444  07FE1994     17  07MR2005  PLIANT CORPORATION
YIELDMASTER              United States  REGISTERED  2,243,544  04MY1999                            17  04MY2009  PLIANT CORPORATION
COBRA                    United States  REGISTERED  1,516,393  13DE1988      675,861  31JL1987     17  13DE2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT                 United States  REGISTERED    998,439  19NO1974        4,205  23OC1973     16  19NO2004  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT                 United States  REGISTERED    642,136  26FE1957       13,886  13AU1956     50  26FE2007  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT                 United States  REGISTERED    630,559  10JL1956   71/699,344  02DE1955     20  10JL2006  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT (STYLIZED)      United States  REGISTERED    615,845  08NO1955   71/670,713  27JL1954     24  08NO2005  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT (STYLIZED)      United States  REGISTERED    658,898  25FE1958       26,132  13MR1957     50  25FE2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT (STYLIZED)      United States  REGISTERED    627,275  22MY1956   71/688,978  06JE1955     20  22MY2006  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT CRYSTAL CLING   United States  FILED                             78/192,656  09DE2002     16            PLIANT SOLUTIONS
                                                                                                                 CORPORATION
CON-TACT GRIP LINER      United States  REGISTERED  2,401,497  07NO2000   75/676,137  06AP1999     20  07NO2010  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
DECORA                   United States  INACTIVE    2,065,354  27MY1997   74/470,165  12DE1993     16  27MY2007  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
DECORA ART               United States  REGISTERED  2,168,574  23JE1998   75/240,720  12FE1997     16  23JE2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
DECORA GLASS ART         United States  REGISTERED  2,157,664  12MY1998   75/189,863  30OC1996     16  12MY2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
DECORA TILE ART          United States  REGISTERED  2,159,670  19MY1998   75/189,865  30OC1996     16  19MY2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
DECORA WALL ART          United States  REGISTERED  2,149,797  07AP1998   75/189,864  30OC1996     16  07AP2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
DECOTAC                  United States  REGISTERED  2,153,000  21AP1998  75/126,/233  27JE1996     16  21AP2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
EASYTAC                  United States  INACTIVE    1,932,035  31OC1995   74/430,443  25AU1993     16  31OC2005  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
FROSTY                   United States  REGISTERED  2,377,388  15AU2000   75/759,955  26JL1999     27  15AU2010  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
IDEAS BY THE ROOMFUL     United States  REGISTERED  2,332,543  21MR2000   75/687,506  21AP1999     16  21MR2010  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MASTER FILE REPORT                      PCMASTER REPORTER                             21MY2003  14 46            PAGE: 4
TRADEMARKS OF PLIANT CORPORATION

                                                    CURR REG
TRADEMARK                   COUNTRY       STATUS        NO      REG DT   CURR APP NO   APP DT   CLASS  EXPIRES      CURRENT OWNER
---------                -------------  ----------  ---------  --------  -----------  --------  -----  --------  -------------------
<S>                      <C>            <C>         <C>        <C>        <C>         <C>          <C>  <C>       <C>
K-SEAL                   United States  REGISTERED  1,364,548  08OC1985   73/530,953  08AP1985     16  08OC2005  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
KCL                      United States  REGISTERED  1,469,023  15DE1987   73/656,457  20AP1987     16  15DE2007  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
KCL                      United States  REGISTERED  1,477,181  16FE1988      656,453  20AP1987     42  16FE2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
PEEL & STICK             United States  DOCKETED                                                                 PLIANT SOLUTIONS
                                                                                                                 CORPORATION
QUILTSOFT                United States  INACTIVE    1,556,829  19SE1989      748,381  25AU1998     17  18SE2000  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
STRIP-N-STICK            United States  INACTIVE    1,613,904  18SE1990      811,089  30JE1989     22  18SE2000  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
WALLPAPER FOR WINDOWS    United States  REGISTERED  2,376,441  15AU2000   75/404,394  12DE1997     42  15AU2010  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
WE ARE HOME              United States  REGISTERED  2,525,677  01JA2002   75/701,785  06MY1999     20  01JA2012  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
WEARLON                  United States  INACTIVE    1,813,855  28DE1993   74/280,272  28MY1992     28            PLIANT SOLUTIONS
                                                                                                                 CORPORATION
WEARLON                  United States  REGISTERED  1,869,137  27DE1994   74/415,905  22JL1993      1  27DE2004  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
WHERE TECHNOLOGY
DECORATES                United States  REGISTERED  2,178,269  04AU1998   75/300,693  30MY1997     16  04AU2008  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
ZIP N' FIT               United States  REGISTERED  1,193,625  13AP1982   73/254,295  17MR1980     17  13AP2002  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
ZIP-LIP                  United States  INACTIVE    1,727,507  27OC1992   74/163,568  06MY1991     16  27OC2002  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
ZIPS                     United States  REGISTERED  1,797,375  05OC1993   74/306,672  24AU1992     16  05OC2003  PLIANT SOLUTIONS
                                                                                                                 CORPORATION
</TABLE>

<PAGE>

                                                                  Annex 1 to the
                                              Second Priority Security Agreement

                                    [Form Of]
                             PERFECTION CERTIFICATE

        Reference is made to (a) the Indenture dated as of May 30, 2003 (as
amended, supplemented or otherwise modified from time to time, the "Indenture"),
among Pliant Corporation, a Utah corporation (the "Company"), the Guarantors and
Wilmington Trust Company ("Wilmington Trust"), as trustee, (b) the Second
Priority Security Agreement dated as of May 30, 2003 (as amended, supplemented
or otherwise modified from time to time, the "Second Priority Security
Agreement"), among the Company, the Guarantors and Wilmington Trust, as
collateral agent (in such capacity, the "Collateral Agent"), (c) the Second
Priority Pledge Agreement dated as of May 30, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Second Priority Pledge Agreement"),
among the Company, the Subsidiary Pledgors and the Collateral Agent and (d) the
Intercreditor Agreement dated as of May 30, 2003 (as amended, supplemented or
otherwise modified from time to time, the "Intercreditor Agreement"), among the
Company, the Collateral Agent and the Credit Agent (as defined in the Second
Priority Security Agreement). Capitalized terms used but not defined herein have
the meanings assigned to them in the Indenture or the Second Priority Security
Agreement, as applicable.

        The undersigned, an Officer of the Company, hereby certifies, solely in
his capacity as an Officer of the Company, on behalf of the Company, to the
Collateral Agent and each other Secured Party as follows:

1. Names.

(a) The exact legal name of each Grantor, as such name appears in its respective
certificate of formation, is as follows:

(b) Set forth below is each other legal name each Grantor has had in the past
five years, together with the date of the relevant change:

(c) Except as set forth below, no Grantor has changed its identity or corporate
structure in any way within the past five years. Changes in identity or
corporate structure would include mergers, consolidations and acquisitions, as
well as any change in the form, nature or jurisdiction of corporate
organization. If any such change has occurred, include in Schedule 1 the
information required by Sections 1 and 2 of this certificate as to each acquiree
or constituent party to a merger or consolidation.

(d) The following is a list of all other names (including trade names or similar
appellations) used by each Grantor or any of its divisions or other business
units in connection with the conduct of its business or the ownership of its
properties at any time during the past five years:

<PAGE>

                                                                               2

(e) Set forth below is the organizational identification number, if any, issued
by the jurisdiction of formation of each Grantor that is a registered
organization:

      Grantor                                                Organizational
      -------                                             Identification Number
                                                          ---------------------

(f) Set forth below is the Federal Taxpayer Identification Number of each
Grantor:

      Grantor                                               Federal Taxpayer
      -------                                             Identification Number
                                                          ---------------------

2. Current Locations. (a) The chief executive office of each Grantor is located
at the address set forth below:

                Grantor           Mailing Address         County          State
                -------           ---------------         ------          -----

(b) Set forth below opposite the name of each Grantor are all locations where
such Grantor maintains any books or records relating to any Accounts Receivable
or General Intangibles (with each location at which Chattel Paper, if any, is
kept being indicated by an "*"):

                Grantor           Mailing Address         County          State
                -------           ---------------         ------          -----

(c) The jurisdiction of formation of each Grantor that is a registered
organization is set forth opposite its name below:

      Grantor                                             Jurisdiction
      -------                                             ------------

(d) Set forth below opposite the name of each Grantor are all the locations
where such Grantor maintains any Inventory or Equipment or other Collateral not
identified above:

                Grantor           Mailing Address         County          State
                -------           ---------------         ------          -----

(e) Set forth below opposite the name of each Grantor are all the places of
business of such Grantor not identified in paragraph (a), (b), (c) or (d) above:

(f) Set forth below opposite the name of each Grantor are the names and
addresses of all Persons other than such Grantor that have possession of any of
the Collateral of such Grantor:

3. Intentionally Omitted.

<PAGE>

                                                                               3

4. File Search Reports. File search reports have been or will be obtained from
each Uniform Commercial Code filing office identified with respect to such
Grantor in Section 2 hereof, and such search reports received to date reflect no
liens against any of the Collateral other than those permitted under the
Indenture.

5. UCC Filings. UCC financing statements in substantially the form of Schedule 5
hereto have been prepared for filing in the proper Uniform Commercial Code
filing office in the jurisdiction in which each Grantor is located and, to the
extent any of the Collateral is comprised of fixtures in the proper local
jurisdiction, as set forth with respect to such Grantor in Schedule 5 hereto.

6. Schedule of Filings. Attached hereto as Schedule 6 is a schedule setting
forth, with respect to the filings described in Section 5 above, each filing and
the filing office in which such filing is to be made.

7. Stock Ownership and other Equity Interests. Attached hereto as Schedule 7 is
a true and correct list of all the issued and outstanding stock, partnership
interests, limited liability company membership interests or other equity
interests owned by the Issuer and each Subsidiary of the Issuer. Also set forth
on Schedule 7 is each equity investment of the Issuer or any Subsidiary of the
Issuer that represents 50% or less of the equity of the entity in which such
investment was made.

8. Debt Instruments. Attached hereto as Schedule 8 is a true and correct list of
all instruments, including any promissory notes, and other evidence of
indebtedness held by the Issuer and each Subsidiary of the Issuer, including all
intercompany notes between the Issuer and each Subsidiary of the Issuer and each
Subsidiary of the Issuer and each other such Subsidiary.

9. Advances. Attached hereto as Schedule 9 is (a) a true and correct list of all
advances made by the Issuer to any Subsidiary of the Issuer or made by any
Subsidiary of the Issuer to the Issuer or to any other Subsidiary of the Issuer
(other than those identified on Schedule 8), which advances will be on and after
the date hereof evidenced by one or more intercompany notes pledged to the
Collateral Agent under the Second Priority Pledge Agreement and (b) a true and
correct list of all unpaid intercompany transfers of goods sold and delivered by
or to the Issuer or any Subsidiary of the Issuer.

10. Mortgage Filings. Attached hereto as Schedule 10 is a schedule setting
forth, with respect to each Mortgaged Property, (a) the exact name of the Person
that owns such property as such name appears in its certificate of incorporation
or other organizational document, (b) if different from the name identified
pursuant to clause (a), the exact name of the current record owner of such
property reflected in the records of the filing office for such property
identified pursuant to the following clause and (c) the filing office in which a
Mortgage with respect to such property must be filed or recorded in order for
the Collateral Agent to obtain a perfected security interest therein.

11. Intellectual Property. Attached hereto as Schedule 11(A) is a schedule
setting forth all of each Grantor's Patents and registered Trademarks and Patent
and Trademark

<PAGE>

                                                                               4

applications, including the name of the registered owner or applicant, as
applicable, and the registration or application number, as applicable, of each
Patent and registered Trademark or Patent or Trademark application owned by any
Grantor, in proper form for filing with the United States Patent and Trademark
Office, and a schedule setting forth all of each Grantor's material Patent
Licenses and material Trademark Licenses. Attached hereto as Schedule 11(B) is a
schedule setting forth all of each Grantor's registered Copyrights, including
the name of the registered owner and the registration number of each Copyright
owned by any Grantor, in proper form for filing with the United States Copyright
Office, and a schedule setting forth all of each Grantor's material Copyright
Licenses that grant rights with respect to registered Copyrights.

<PAGE>

                                                                               5

                IN WITNESS WHEREOF, the undersigned have duly executed this
certificate on this 30th day of May, 2003.

                                                     PLIANT CORPORATION,

                                                              by

                                                              Name:
                                                              Title:

<PAGE>

                                                                  Annex 2 to the
                                              Second Priority Security Agreement

                        SUPPLEMENT NO. __ dated as of , to the Second Priority
                Security Agreement dated as of May 30, 2003, among PLIANT
                CORPORATION, a Utah corporation (the "Issuer"), each subsidiary
                of the Issuer listed on Schedule I thereto (each such subsidiary
                individually a "Guarantor" and collectively, the "Guarantors";
                the Guarantors and the Issuer are referred to collectively
                herein as the "Grantors") and WILMINGTON TRUST COMPANY, a
                Delaware banking corporation ("Wilmington Trust") as collateral
                agent (in such capacity, the "Collateral Agent") for the Secured
                Parties (as defined herein).

                A. Reference is made to (a) the Indenture dated as of May 30,
2003 (as amended, supplemented or otherwise modified from time to time, the
"Indenture"), among the Issuer, the Guarantors and Wilmington Trust, (in such
capacity, the "Trustee") and (b) the Intercreditor Agreement dated as of May 30,
2003 (as amended, supplemented or otherwise modified from time to time, the
"Intercreditor Agreement"), among the Issuer, the Collateral Agent and the
Credit Agent.

                B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Second Priority
Security Agreement and the Indenture.

                C. The Grantors have entered into the Second Priority Security
Agreement in order to induce the Trustee to enter into the Indenture and the
Initial Purchasers to purchase the Notes. Pursuant to Section 4.11 of the
Indenture, the Company is required to cause certain of its Subsidiaries that are
not Grantors to enter into this Agreement as a Grantor. Section 7.15 of the
Second Priority Security Agreement provides that additional Subsidiaries of the
Issuer may become Grantors under the Second Priority Security Agreement by
execution and delivery of an instrument in the form of this Supplement. The
undersigned Subsidiary (the "New Grantor") is executing this Supplement in
accordance with the requirements of the Indenture to become a Grantor under the
Second Priority Security Agreement as consideration for the purchase of the
Notes by the Initial Purchasers.

                Accordingly, the Collateral Agent and the New Grantor agree as
follows:

                Section 1. In accordance with Section 7.15 of the Second
Priority Security Agreement, the New Grantor by its signature below becomes a
Grantor under the Second Priority Security Agreement with the same force and
effect as if originally named therein as a Grantor and the New Grantor hereby
(a) agrees to all the terms and provisions of the Second Priority Security
Agreement applicable to it as a Grantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor
thereunder are true and correct on and as of the date hereof. In

<PAGE>

                                                                               2

furtherance of the foregoing, the New Grantor, as security for the payment and
performance in full of the Obligations (as defined in the Second Priority
Security Agreement), does hereby create and grant to the Collateral Agent, its
successors and assigns, for the benefit of the Secured Parties, their successors
and assigns, a security interest in and lien on all of the New Grantor's right,
title and interest in and to the Collateral (as defined in the Second Priority
Security Agreement) of the New Grantor, subject to the provisions of the
Intercreditor Agreement (as provided in Section 7.16 of the Second Priority
Security Agreement). Each reference to a "Grantor" in the Second Priority
Security Agreement shall be deemed to include the New Grantor. The Second
Priority Security Agreement is hereby incorporated herein by reference.

                Section 2. The New Grantor represents and warrants to the
Collateral Agent and the other Secured Parties that this Supplement has been
duly authorized, executed and delivered by it and constitutes its legal, valid
and binding obligation, enforceable against it in accordance with its terms.

                Section 3. This Supplement may be executed in counterparts (and
by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken
together, bear the signatures of the New Grantor and the Collateral Agent.
Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart
of this Supplement.

                Section 4. The New Grantor hereby represents and warrants that
(a) set forth on Schedule I attached hereto is a true and correct schedule of
the location of any and all Collateral of the New Grantor and (b) set forth
under its signature hereto, is the true and correct location of the chief
executive office of the New Grantor.

                Section 5. Except as expressly supplemented hereby, the Second
Priority Security Agreement shall remain in full force and effect.

                Section 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                Section 7. In the event any one or more of the provisions
contained in this Supplement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein and in the Second Priority Security Agreement shall
not in any way be affected or impaired thereby (it being understood that the
invalidity of a particular provision in a particular jurisdiction shall not in
and of itself affect the validity of such provision in any other jurisdiction).
The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

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                                                                               3

                Section 8. All communications and notices hereunder shall be in
writing and given as provided in Section 7.01 of the Second Priority Security
Agreement. All communications and notices hereunder to the New Grantor shall be
given to it at the address set forth under its signature below.

                Section 9. The New Grantor agrees to reimburse the Collateral
Agent for its reasonable out-of-pocket expenses in connection with this
Supplement, including the reasonable fees, other charges and disbursements of
counsel for the Collateral Agent.

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                                                                               4

                IN WITNESS WHEREOF, the New Grantor and the Collateral Agent
have duly executed this Supplement to the Second Priority Security Agreement as
of the day and year first above written.

                                                    [Name of New Grantor],

                                                     by
                                                        ------------------------
                                                        Name:
                                                        Title:
                                                        Address:

                                                    WILMINGTON TRUST COMPANY, as
                                                    Collateral Agent,

                                                     by
                                                         -----------------------
                                                         Name:
                                                         Title:

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                                                                      SCHEDULE I
                                                     to Supplement No.___ to the
                                              Second Priority Security Agreement

                             LOCATION OF COLLATERAL

                Description                            Location
                -----------                            --------