ex10_6.htm


    
      

    

    Exhibit
      10.6


     

    EXECUTION
      VERSION

     

    PLEDGE
      AND SECURITY AGREEMENT

     

    PLEDGE
      AND SECURITY AGREEMENT,
      dated as of December ___, 2007 (this "Agreement") made by EnterConnect
      Inc., a Nevada
      corporation ("ECI") and
      each other Subsidiary of ECI hereafter becoming party hereto (each such other
      Subsidiary, together with ECI each a "Grantor" and, collectively,
      the "Grantors"), in
      favor of The Bank of New
      York, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for the
      "Buyers" (as defined below) party to the Securities Purchase Agreement, dated
      as
      of even date herewith (as amended, restated or otherwise modified from time
      to
      time, the "Securities Purchase
      Agreement").

     

    W 
I 
T 
NE
 S 
S 
E 
T 
H:

     

    WHEREAS,
      ECI and each party listed as a "Buyer" Schedule of Buyers attached thereto
      (collectively, the "Buyers") are parties to
      the
      Securities Purchase Agreement, pursuant to which ECI shall be required to sell,
      and the Buyers shall purchase or have the right to purchase, the "Notes" (as
      defined therein);

     

    WHEREAS,
      it is a condition precedent to the Buyers entering into the Securities Purchase
      Agreement that ECI shall have executed and delivered to the Collateral Agent
      this Agreement providing for the grant to the Collateral Agent for the benefit
      of the Buyers of a security interest in all personal property of ECI to secure
      all of ECI's obligations under the Securities Purchase Agreement and the "Notes"
      (as defined therein) issued pursuant thereto (as such Notes may be amended,
      restated, replaced or otherwise modified from time to time in accordance with
      the terms thereof, collectively, the "Notes");

     

    WHEREAS,
      ECI and each other Grantor are or will be mutually dependent on each other
      in
      the conduct of their respective businesses as an integrated operation, with
      the
      credit needed from time to time by one often being provided through financing
      obtained by the other and the ability to obtain such financing being dependent
      on the successful operations of ECI and each other Grantor;

     

    WHEREAS,
      Each Grantor has determined that the execution, delivery and performance of
      this
      Agreement and the Guaranty directly benefits, and are in the best interest
      of
      ECI; and

     

    NOW,
      THEREFORE, in consideration of the premises and the agreements herein and in
      order to induce the Buyers to perform under the Securities Purchase Agreement,
      each Grantor agrees with the Collateral Agent, for the benefit of the Buyers,
      as
      follows:

     

    SECTION
      1.   Definitions.

     

    (a)           
      Reference is hereby made to the Securities Purchase Agreement and the Notes
      for
      a statement of the terms thereof. All terms used in this Agreement and the
      recitals hereto which are defined in the Securities Purchase Agreement, the
      Notes or in Articles 8 or 9 of the Uniform Commercial Code (the "UCC") as in effect from
      time
      to time in the State of New York, and which are not otherwise defined herein
      shall have the same meanings herein as set forth therein; provided that terms
      used herein which are defined in the UCC as in effect in the State of New York
      on the date hereof shall continue to have the same meaning notwithstanding
      any
      replacement or amendment of such statute.

     

    
      
        
          
          

        

        
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    (b)           
      The following terms shall have the respective meanings provided for in the
      UCC:
      "Accounts", "Cash Proceeds", "Chattel Paper", "Commercial Tort Claim",
      "Commodity Account", "Commodity Contracts", "Deposit Account", "Documents",
      "Equipment", "Fixtures", "General Intangibles", "Goods", "Instruments",
      "Inventory", "Investment Property", "Letter-of-Credit Rights", "Noncash
      Proceeds", "Payment Intangibles", "Proceeds", "Promissory Notes", "Security",
      "Record", "Security Account", "Software", and "Supporting
      Obligations".

     

    (c)           
      As used in this Agreement, the following terms shall have the respective
      meanings indicated below, such meanings to be applicable equally to both the
      singular and plural forms of such terms:

     

    "Copyright
      Licenses" means all
      licenses, contracts or other agreements, whether written or oral, naming any
      Grantor as licensee or licensor and providing for the grant of any right to
      use
      or sell any works covered by any copyright (including, without limitation,
      all
      Copyright Licenses set forth in Schedule II
      hereto).

     

    "Copyrights"
      means all domestic
      and foreign copyrights, whether registered or not, including, without
      limitation, all copyright rights throughout the universe (whether now or
      hereafter arising) in any and all media (whether now or hereafter developed),
      in
      and to all original works of authorship fixed in any tangible medium of
      expression, acquired or used by any Grantor (including, without limitation,
      all
      copyrights described in Schedule II hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Copyright Office or in any similar office or agency of the United States or
      any
      other country or any political subdivision thereof), and all reissues,
      divisions, continuations, continuations in part and extensions or renewals
      thereof.

     

    "Event
      ofDefault" shall have
      the
      meaning set forth in the Notes.

     

    "Guaranty"
      shall have the
      meaning as set forth in Section 5(m)
      hereto.

     

    "Insolvency
      Proceeding" means
      any proceeding commenced by or against any Person under any provision of the
      Bankruptcy Code (Chapter 11 of Title 11 of the United States Code) or under
      any other bankruptcy or insolvency law, assignments for the benefit of
      creditors, formal or informal moratoria, compositions, or extensions generally
      with creditors, or proceedings seeking reorganization, arrangement, or other
      similar relief.

     

    "Intellectual
      Property" means
      the Copyrights, Trademarks and Patents.

     

    "Licenses"
      means the Copyright
      Licenses, the Trademark Licenses and the Patent Licenses.

     

    "Lien"
      means any mortgage, deed
      of trust, pledge, lien (statutory or otherwise), security interest, charge
      or
      other encumbrance or security or preferential arrangement of any nature,
      including, without limitation, any conditional sale or title retention
      arrangement, any capitalized lease and any assignment, deposit arrangement
      or
      financing lease intended as, or having the effect of, security.

     

    
      
        
          
          

        

        
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    "Majority
      Buyers" means the
      action, consent or vote of Buyers holding [__%] or more of the
      outstanding principal amount of the Notes, or the action, consent or vote of
      the
      Collateral Agent at the direction of such Buyers..

     

    "Patent
      Licenses" means all
      licenses, contracts or other agreements, whether written or oral, naming any
      Grantor as licensee or licensor and providing for the grant of any right to
      manufacture, use or sell any invention covered by any Patent (including, without
      limitation, all Patent Licenses set forth in Schedule II
      hereto).

     

    "Patents"
      means all domestic
      and foreign letters patent, design patents, utility patents, industrial designs,
      inventions, trade secrets, ideas, concepts, methods, techniques, processes,
      proprietary information, technology, know-how, formulae, rights of publicity
      and
      other general intangibles of like nature, now existing or hereafter acquired
      (including, without limitation, all domestic and foreign letters patent, design
      patents, utility patents, industrial designs, inventions, trade secrets, ideas,
      concepts, methods, techniques, processes, proprietary information, technology,
      know-how and formulae described in Schedule II hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Patent and Trademark Office, or in any similar office or agency of the United
      States or any other country or any political subdivision thereof), and all
      reissues, divisions, continuations, continuations in part and extensions or
      renewals thereof.

     

    "Trademark
      Licenses" means all
      licenses, contracts or other agreements, whether written or oral, naming any
      Grantor as licensor or licensee and providing for the grant of any right
      concerning any Trademark, together with any goodwill connected with and
      symbolized by any such trademark licenses, contracts or agreements and the
      right
      to prepare for sale or lease and sell or lease any and all Inventory now or
      hereafter owned by any Grantor and now or hereafter covered by such licenses
      (including, without limitation, all Trademark Licenses described in Schedule II
      hereto).

     

    "Trademarks"
      means all domestic
      and foreign trademarks, service marks, collective marks, certification marks,
      trade names, business names, d/b/a's, Internet domain names, trade styles,
      designs, logos and other source or business identifiers and all general
      intangibles of like nature, now or hereafter owned, adopted, acquired or used
      by
      any Grantor (including, without limitation, all domestic and foreign trademarks,
      service marks, collective marks, certification marks, trade names, business
      names, d/b/a's, Internet domain names, trade styles, designs, logos and other
      source or business identifiers described in Schedule II hereto),
      all applications, registrations and recordings thereof (including, without
      limitation, applications, registrations and recordings in the United States
      Patent and Trademark Office or in any similar office or agency of the United
      States, any state thereof or any other country or any political subdivision
      thereof), and all reissues, extensions or renewals thereof, together with all
      goodwill of the business symbolized by such marks and all customer lists,
      formulae and other Records of any Grantor relating to the distribution of
      products and services in connection with which any of such marks are
      used.

     

    
      
        
          
          

        

        
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    SECTION
      2.   Grant of Security Interest. As collateral security for all
      of the "Obligations" (as defined in Section 3 hereof), each Grantor hereby
      pledges and assigns to the Collateral Agent for the benefit of the Buyers,
      and
      grants to the Collateral Agent for the benefit of the Buyers a continuing
      security interest in, all personal property of such Grantor, wherever located
      and whether now or hereafter existing and whether now owned or hereafter
      acquired, of every kind and description, tangible or intangible (collectively,
      the "Collateral"),
      including, without limitation, the following:

     

    (a)           
      all Accounts;

     

    (b)           
      all Chattel Paper (whether tangible or electronic);

     

    (c)           
      the Commercial Tort Claims specified on Schedule VI
      hereto;

     

    (d)           
      all Deposit Accounts (including, without limitation, all cash, and all other
      property from time to time deposited therein and the monies and property in
      the
      possession or under the control of the Collateral Agent or any Buyer or any
      affiliate, representative, agent or correspondent of the Collateral Agent or
      any
      Buyer; 

     

    (e)           
      all Documents;

     

    (f)           
      all Equipment;

     

    (g)           
      all Fixtures;

     

    (h)           
      all General Intangibles (including, without limitation, all Payment
      Intangibles);

     

    (i)           
      all Goods;

     

    (j)           
      all Instruments (including, without limitation, Promissory Notes and each
      certificated Security);

     

    (k)           
      all Inventory;

     

    (l)           
      all Investment Property;

     

    (m)           
      all Copyrights, Patents and Trademarks, and all Licenses;

     

    (n)           
      all Letter-of-Credit Rights;

     

    (o)           
      all Supporting Obligations;

     

    (p)           
      all other tangible and intangible personal property of such Grantor (whether
      or
      not subject to the UCC), including, without limitation, all bank and other
      accounts and all cash and all investments therein, all proceeds, products,
      offspring, accessions, rents, profits, income, benefits, substitutions and
      replacements of and to any of the property of such Grantor described in the
      preceding clauses of this Section 2 (including,
      without limitation, any proceeds of insurance thereon and all causes of action,
      claims and warranties now or hereafter held by such Grantor in respect of any
      of
      the items listed above), and all books, correspondence, files and other Records,
      including, without limitation, all tapes, desks, cards, Software, data and
      computer programs in the possession or under the control of such Grantor or
      any
      other Person from time to time acting for such Grantor that at any time evidence
      or contain information relating to any of the property described in the
      preceding clauses of this Section 2 or are
      otherwise necessary or helpful in the collection or realization thereof;
      and

     

    
      
        
        

      

      
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    (q)           
      all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products
      of
      any and all of the foregoing Collateral;

     

    in
      each
      case howsoever such Grantor's interest therein may arise or appear (whether
      by
      ownership, security interest, claim or otherwise).

     

    SECTION
      3.   Security for Obligations. The security interest created
      hereby in the Collateral constitutes continuing collateral security for all
      of
      the following obligations, whether now existing or hereafter incurred
      (collectively, the "Obligations"):

     

    (a)           
      (i) the payment by ECI, as and when due and payable (by scheduled maturity,
      required prepayment, acceleration, demand or otherwise), of all amounts from
      time to time owing by it in respect of the Securities Purchase Agreement, the
      Notes and the other "Transaction Documents" (as
      defined in the Securities Purchase Agreement), and (ii) the payment by each
      Grantor other than ECI as and when due and payable of all "Guaranteed Obligations" under
      (as defined in) the Guaranty, including, without limitation, (A) all principal
      of and interest on the Notes (including, without limitation, all interest that
      accrues after the commencement of any Insolvency Proceeding of any Grantor,
      whether or not the payment of such interest is unenforceable or is not allowable
      due to the existence of such Insolvency Proceeding), and (B) all fees,
      commissions, expense reimbursements, indemnifications and all other amounts
      due
      or to become due under any of the Transaction Documents; and

     

    (b)           
      the due performance and observance by each Grantor of all of its other
      obligations from time to time existing in respect of any of the Transaction
      Documents for so long as the Notes are outstanding.

     

    SECTION
      4.   Representations and Warranties. Each Grantor represents and
      warrants as follows:

     

    (a)           
      Schedule I
      hereto sets forth (i) the exact legal name of such Grantor, and (ii) the
      organizational identification number of such Grantor or states that no such
      organizational identification number exists.

     

    (b)           
      There is no pending or written notice threatening any action, suit, proceeding
      or claim affecting such Grantor before any governmental authority or any
      arbitrator, or any order, judgment or award by any governmental authority or
      arbitrator, that may adversely affect the grant by such Grantor, or the
      perfection, of the security interest purported to be created hereby in the
      Collateral, or the exercise by the Collateral Agent of any of its rights or
      remedies hereunder.

     

    
      
        
          
          

        

        
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    (c)           
      All Federal, state and local tax returns and other reports required by
      applicable law to be filed by such Grantor have been filed, or extensions have
      been obtained, and all taxes, assessments and other governmental charges imposed
      upon such Grantor or any property of such Grantor (including, without
      limitation, all federal income and social security taxes on employees' wages)
      and which have become due and payable on or prior to the date hereof have been
      paid, except to the extent contested in good faith by proper proceedings which
      stay the imposition of any penalty, fine or Lien resulting from the non-payment
      thereof and with respect to which adequate reserves have been set aside for
      the
      payment thereof in accordance with generally accepted accounting principles
      consistently applied ("GAAP").

     

    (d)           
      All Equipment, Fixtures, Goods and Inventory of such Grantor now existing are,
      and all Equipment, Fixtures, Goods and Inventory of such Grantor hereafter
      existing will be, located and/or based at the addresses specified therefor
      in
Schedule III
      hereto, except that such Grantor will give the Collateral Agent not less than
      30
      days' prior written notice of any change of the location of any such Collateral,
      other than to locations set forth on Schedule III and with
      respect to which the Buyers or the Collateral Agent have filed UCC financing
      statements and otherwise fully perfected the Collateral Agent’s Liens
      thereon.  Such Grantor's chief place of business and chief executive
      office, the place where such Grantor keeps its Records concerning Accounts
      and
      all originals of all Chattel Paper are located at the addresses specified
      therefor in Schedule
      III hereto.  None of the Accounts is evidenced by Promissory
      Notes or other Instruments.  Set forth in Schedule IV hereto is
      a complete and accurate list, as of the date of this Agreement, of (i) each
      Promissory Note, Security and other Instrument owned by each Grantor and (ii)
      each Deposit Account, Securities Account and Commodities Account of each
      Grantor, together with the name and address of each institution at which each
      such Account is maintained, the account number for each such Account and a
      description of the purpose of each such Account.  Set forth in Schedule II hereto is
      a complete and correct list of each trade name used by each Grantor and the
      name
      of, and each trade name used by, each person from which such Grantor has
      acquired any substantial part of the Collateral.  Not withstanding anything to
      the
      contrary contained herein, the Collateral Agent shall have no responsibility
      for
      preparing, recording, filing, re-recording, or re-filing of any financing
      statement, continuation statement, mortgage or other instrument in any public
      office with respect to any Collateral or otherwise.

     

    (e)           
      Such Grantor has delivered to the Collateral Agent complete and correct copies
      of each License described in Schedule II hereto,
      including all schedules and exhibits thereto, which represents all of the
      Licenses existing on the date of this Agreement.  Each such License
      sets forth the entire agreement and understanding of the parties thereto
      relating to the subject matter thereof, and there are no other agreements,
      arrangements or understandings, written or oral, relating to the matters covered
      thereby or the rights of such Grantor or any of its affiliates in respect
      thereof.  Each material License now existing is, and any material
      License entered into in the future will be, the legal, valid and binding
      obligation of the parties thereto, enforceable against such parties in
      accordance with its terms.  No default under any material License by
      any such party has occurred, nor does any defense, offset, deduction or
      counterclaim exist thereunder in favor of any such party.

     

    (f)           
      Such Grantor owns and controls, or otherwise possesses adequate rights to use,
      all Trademarks, Patents and Copyrights, which are the only trademarks, patents,
      copyrights, inventions, trade secrets, proprietary information and technology,
      know-how, formulae, rights of publicity necessary to conduct its business in
      substantially the same manner as conducted as of the date hereof. Schedule II hereto
      sets forth a true and complete list of all registered copyrights, issued
      patents, Trademarks, and Licenses annually owned or used by such Grantor as
      of
      the date hereof.  To the best knowledge of each Grantor, all such
      Intellectual Property of such Grantor is subsisting and in full force and
      effect, has not been adjudged invalid or unenforceable, is valid and enforceable
      and has not been abandoned in whole or in part.  Except as set forth
      in Schedule II, no such Intellectual Property is the subject of any licensing
      or
      franchising agreement.  Such Grantor has no knowledge of any conflict
      with the rights of others to any Intellectual Property and, to the best
      knowledge of such Grantor, such Grantor is not now infringing or in conflict
      with any such rights of others in any material respect, and to the best
      knowledge of such Grantor, no other Person is now infringing or in conflict
      in
      any material respect with any such properties, assets and rights owned or used
      by such Grantor.  Such Grantor has not received any notice that it is
      violating or has violated the trademarks, patents, copyrights, inventions,
      trade
      secrets, proprietary information and technology, know-how, formulae, rights
      of
      publicity or other intellectual property rights of any third party.

     

    
      
        
          
          

        

        
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    (g)           
      Such Grantor is and will be at all times the sole and exclusive owner of, or
      otherwise has and will have adequate rights in, the Collateral free and clear
      of
      any Liens, except for Permitted Liens on any Collateral. No effective UCC
      financing statement or other instrument similar in effect covering all or any
      part of the Collateral is on file in any recording or filing office except
      such
      as may have been filed in favor of the Collateral Agent relating to this
      Agreement.

     

    (h)           
      The exercise by the Collateral Agent of any of its rights and remedies hereunder
      will not contravene any law or any contractual restriction binding on or
      otherwise affecting such Grantor or any of its properties and will not result
      in
      or require the creation of any Lien, upon or with respect to any of its
      properties.

     

    (i)           
      No authorization or approval or other action by, and no notice to or filing
      with, any governmental authority or other regulatory body, or any other Person,
      is required for (i) the grant by such Grantor, or the perfection, of the
      security interest purported to be created hereby in the Collateral, or
      (ii) the exercise by the Collateral Agent of any of its rights and remedies
      hereunder, except (A) for the filing under the UCC as in effect in the
      applicable jurisdiction of the UCC financing statements, all of which UCC
      financing statements, have been duly filed and are in full force and effect,
      (B) with respect to the recordation and/or perfection of the security
      interests created hereby in the Intellectual Property, for the recording of
      the
      appropriate Assignment for Security substantially in the form of Exhibit A hereto,
      as
      applicable, in the United States Patent and Trademark Office or the United
      States Copyright Office, as applicable, and (C) with respect to the
      perfection of the security interest created hereby in foreign Intellectual
      Property and Licenses, for registrations and filings in jurisdictions located
      outside of the United States and covering rights in such jurisdictions relating
      to the Intellectual Property and Licenses.

     

    (j)           
      This Agreement creates in favor of the Collateral Agent a legal, valid and
      enforceable security interest in the Collateral, as security for the
      Obligations. The Collateral Agent's having possession of or control over all
      Instruments, Investment Property and cash constituting Collateral from time
      to
      time, the recording of the appropriate Assignment for Security executed pursuant
      hereto in the United States Patent and Trademark Office and the United States
      Copyright Office, as applicable, and the filing of the UCC financing statements
      and the other filings and recordings, as applicable, described in Schedule V hereto
      and, with respect to the Intellectual Property hereafter existing and not
      covered by an appropriate Assignment for Security, the recording in the United
      States Patent and Trademark Office or the United States Copyright Office, as
      applicable, of appropriate instruments of assignment, result in the perfection
      of such security interests.  Such security interests are, or in the
      case of Collateral in which such Grantor obtains rights after the date hereof,
      will be, perfected, first priority security interests, subject only to Permitted
      Liens and the recording of such instruments of assignment.  Such
      recordings and filings and all other action necessary or desirable to perfect
      and protect such security interest have been duly taken, except for the
      Collateral Agent's having possession of or control over all Instruments,
      Investment Property and cash constituting Collateral after the date hereof
      and
      the other filings and recordations described in Section 4(l)
      hereof.

     

    
      
        
          
          

        

        
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    (k)           
      As of the date hereof, such Grantor does not hold any Commercial Tort Claims
      nor
      is aware of any such pending claims, except for such claims described in Schedule
      VI.

     

    (l)           
      As of the date hereof, ECI does not have any Subsidiaries.

     

    SECTION
      5.   Covenants as to the Collateral. So long as any of the
      Obligations shall remain outstanding, unless the Collateral Agent shall
      otherwise consent in writing:

     

    (a)           
      Further
      Assurances.  Each Grantor will at its expense, at any time and
      from time to time, promptly execute and deliver all further instruments and
      documents and take all further action that the Majority Buyers may reasonably
      request in order to:  (i) perfect and protect the security
      interest purported to be created hereby; (ii) enable the Collateral Agent
      to exercise and enforce its rights and remedies hereunder in respect of the
      Collateral; or (iii) otherwise effect the purposes of this Agreement,
      including, without limitation:  (A) marking conspicuously all
      Chattel Paper and each License and, at the request of the Collateral Agent,
      each
      of its Records pertaining to the Collateral with a legend, in form and substance
      satisfactory to the Majority Buyers, indicating that such Chattel Paper, License
      or Collateral is subject to the security interest created hereby,
      (B) delivering possession of and pledging (or granting control over in
      favor of) to the Collateral Agent hereunder each Promissory Note, Security,
      Chattel Paper or other Instrument, now or hereafter owned by such Grantor,
      duly
      endorsed and accompanied by executed instruments of transfer or assignment,
      all
      in form and substance satisfactory to the Majority Buyers, (C) executing
      and filing (to the extent, if any, that such Grantor's signature is required
      thereon) or authenticating the filing of, such financing or continuation
      statements, or amendments thereto, as may be required by applicable law or
      may
      be necessary or desirable or that the Majority Buyers may request in order
      to
      perfect and preserve the security interest purported to be created hereby,
      (D) furnishing to the Collateral Agent from time to time statements and
      schedules further identifying and describing the Collateral and such other
      reports in connection with the Collateral in each case as the Majority Buyers
      may reasonably request, all in reasonable detail, (E) if any Collateral
      shall be in the possession of a third party, notifying such Person of the
      Collateral Agent's security interest created hereby and obtaining a written
      acknowledgment from such Person that such Person holds possession of the
      Collateral for the benefit of the Collateral Agent, which such written
      acknowledgement shall be in form and substance satisfactory to the Majority
      Buyers, (F) if at any time after the date hereof, such Grantor acquires or
      holds any Commercial Tort Claim, promptly notifying the Collateral Agent in
      a
      writing signed by such Grantor setting forth a brief description of such
      Commercial Tort Claim and granting to the Collateral Agent a security interest
      therein and in the proceeds thereof, which writing shall incorporate the
      provisions hereof and shall be in form and substance satisfactory to the
      Majority Buyers, (G) upon the acquisition after the date hereof by such
      Grantor of any motor vehicle or other Equipment subject to a certificate of
      title or ownership (other than a Motor Vehicle or Equipment that is subject
      to a
      purchase money security interest), causing the Collateral Agent to be listed
      as
      the lienholder on such certificate of title or ownership and delivering evidence
      of the same to the Collateral Agent in accordance with the Securities Purchase
      Agreement; and (H) taking all actions required by any earlier versions of
      the UCC or by other law, as applicable, in any relevant UCC jurisdiction, or
      by
      other law as applicable in any foreign jurisdiction.

     

    
      
        
          
          

        

        
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    (b)           
      Location of Equipment
      and Inventory.  Each Grantor will keep the Equipment and
      Inventory at the locations specified therefor in Section 4(d)
      hereof or, upon not less than thirty (30) days' prior written notice to the
      Collateral Agent accompanied by a new Schedule III hereto
      indicating each new location of the Equipment and Inventory, at such other
      locations in the United States.

     

    (c)           
      Condition of
      Equipment.  Each Grantor will maintain or cause the Equipment
      (necessary or useful to its business) to be maintained and preserved in good
      condition, repair and working order, ordinary wear and tear excepted, and will
      forthwith, or in the case of any loss or damage to any Equipment of such
      Guarantor within a commercially reasonable time after the occurrence thereof,
      make or cause to be made all repairs, replacements and other improvements in
      connection therewith which are necessary or desirable, consistent with past
      practice, or which the Majority Buyers may request to such end.  Such
      Grantor will promptly furnish to the Collateral Agent a statement describing
      in
      reasonable detail any such loss or damage in excess of $250,000 to any
      Equipment.

     

    (d)           
      Taxes,
      Etc.  Each Grantor agrees to pay promptly when due all property
      and other taxes, assessments and governmental charges or levies imposed upon,
      and all claims (including claims for labor, materials and supplies) against,
      the
      Equipment and Inventory, except to the extent the validity thereof is being
      contested in good faith by proper proceedings which stay the imposition of
      any
      penalty, fine or Lien resulting from the non-payment thereof and with respect
      to
      which adequate reserves in accordance with GAAP have been set aside for the
      payment thereof.

     

    (e)           
      Insurance.

     

    (i)           
      Each Grantor will, at its own expense, maintain insurance (including, without
      limitation, commercial general liability and property insurance) with respect
      to
      the Equipment and Inventory in such amounts, against such risks, in such form
      and with responsible and reputable insurance companies or associations as is
      required by any governmental authority having jurisdiction with respect thereto
      or as is otherwise carried generally in accordance with sound business practice
      by companies in similar businesses similarly situated and in any event, in
      amount, adequacy and scope reasonably satisfactory to the Majority Buyers.
      Each
      such policy for liability insurance shall provide for all losses to be paid
      on
      behalf of the Collateral Agent and such Grantor as their respective interests
      may appear, and each policy for property damage insurance shall provide that,
      during the continuance of an Event of Default, all losses shall be adjusted
      with, and paid directly to, the Collateral Agent. Each such policy shall in
      addition (A) name the Collateral Agent as an additional insured party thereunder
      (without any representation or warranty by or obligation upon the Collateral
      Agent) as their interests may appear, (B) contain an agreement by the insurer
      that any loss thereunder shall be payable to the Collateral Agent on its own
      account during the continuance of an Event of Default, notwithstanding any
      action, inaction or breach of representation or warranty by such Grantor, (C)
      provide that there shall be no recourse against the Collateral Agent for payment
      of premiums or other amounts with respect thereto, and (D) provide that at
      least
      30 days' prior written notice of cancellation, lapse, expiration or other
      adverse change shall be given to the Collateral Agent by the insurer. Such
      Grantor will, if so requested by the Collateral Agent, deliver to the Collateral
      Agent original or duplicate policies of such insurance and, as often as the
      Collateral Agent or the Majority Buyers may reasonably request, a report of
      a
      reputable insurance broker with respect to such insurance. Such Grantor will
      also, at the request of the Collateral Agent, execute and deliver instruments
      of
      assignments of such insurance policies and cause the respective insurers to
      acknowledge notice of such assignment.

     

    
      
        
          
          

        

        
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    (ii)           
      Reimbursement under any liability insurance maintained by a Grantor pursuant
      to
      this Section
      5(e) may be paid directly to the Person who shall have incurred liability
      covered by such insurance.  In the case of any loss involving damage
      to Equipment or Inventory, only during the continuance of an Event of Default,
      any proceeds of insurance maintained by a Grantor pursuant to this Section 5(e) shall be
      paid to the Collateral Agent (except as to which paragraph (iii) of this Section 5(e) is not
      applicable), such Grantor will make or cause to be made the necessary repairs
      to
      or replacements of such Equipment or Inventory, and any proceeds of insurance
      maintained by such Grantor pursuant to this Section 5(e) shall be
      paid by the Collateral Agent to such Grantor as reimbursement for the costs
      of
      such repairs or replacements.

     

    (iii)           
      Only during the continuance of an Event of Default, all insurance payments
      in
      respect of such Equipment or Inventory shall be paid to the Collateral Agent
      and
      applied as specified in Section 7(b)
      hereof.

     

    (f)           
      Provisions Concerning
      the Accounts and the Licenses.

     

    (i)           
      Each Grantor will (A) give the Collateral Agent at least 30 days' prior written
      notice of any change in such Grantor's name, identity or organizational
      structure, (B) maintain its jurisdiction of incorporation as set forth in Section 4(b) hereto,
      (C) immediately notify the Collateral Agent upon obtaining an organizational
      identification number, if on the date hereof such Grantor did not have such
      identification number, and (D) keep adequate records concerning the Accounts
      and
      Chattel Paper and permit representatives of the Collateral Agent or the Buyers
      during normal business hours on reasonable notice to such Grantor, to inspect
      and make abstracts from such Records and Chattel Paper.

     

    
      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

    

     

    (ii)           
      Each Grantor will, except as otherwise provided in this subsection (f),
      continue to collect, at its own expense, all amounts due or to become due under
      the Accounts.  In connection with such collections during the
      continuance of an Event of Default, such Grantor may (and, at the Collateral
      Agent's direction, will) take such action as such Grantor or the Majority Buyers
      may deem necessary or advisable to enforce collection or performance of the
      Accounts; provided, however,
      that the
      Collateral Agent shall have the right at any time, upon the occurrence and
      during the continuance of an Event of Default, to notify the account debtors
      or
      obligors under any Accounts of the assignment of such Accounts to the Collateral
      Agent and to direct such account debtors or obligors to make payment of all
      amounts due or to become due to such Grantor thereunder directly to the
      Collateral Agent or its designated agent and, upon such notification and at
      the
      expense of such Grantor and to the extent permitted by law, to enforce
      collection of any such Accounts and to adjust, settle or compromise the amount
      or payment thereof, in the same manner and to the same extent as such Grantor
      might have done.  After receipt by a Grantor of a notice from the
      Collateral Agent that the Collateral Agent has notified, intends to notify,
      or
      has enforced or intends to enforce a Grantor's rights against the account
      debtors or obligors under any Accounts as referred to in the proviso to the
      immediately preceding sentence, (A) all amounts and proceeds (including
      Instruments) received by such Grantor in respect of the Accounts shall be
      received in trust for the benefit of the Collateral Agent hereunder, shall
      be
      segregated from other funds of such Grantor and shall be forthwith paid over
      to
      the Collateral Agent in the same form as so received (with any necessary
      endorsement) to be held as cash collateral and applied as specified in Section 7(b) hereof,
      and (B) such Grantor will not adjust, settle or compromise the amount or payment
      of any Account or release wholly or partly any account debtor or obligor thereof
      or allow any credit or discount thereon.  In addition, upon the
      occurrence and during the continuance of an Event of Default, the Collateral
      Agent may (acting at the direction of the Majority Buyers, in their sole and
      absolute discretion) direct any or all of the banks and financial institutions
      with which such Grantor either maintains a Deposit Account or a lockbox or
      deposits the proceeds of any Accounts to send immediately to the Collateral
      Agent by wire transfer (to such account as the Collateral Agent shall specify,
      or in such other manner as the Collateral Agent shall direct) all or a portion
      of such securities, cash, investments and other items held by such
      institution.  Any such securities, cash, investments and other items
      so received by the Collateral Agent shall (acting at the direction of the
      Majority Buyers, in their sole and absolute discretion) be held as additional
      Collateral for the Obligations or distributed in accordance with Section 7
      hereof.

     

    (iii)           
      Upon the occurrence and during the continuance of any breach or default under
      any material License referred to in Schedule II hereto by
      any party thereto other than a Grantor, the Grantor party thereto will, promptly
      after obtaining knowledge thereof, give the Collateral Agent written notice
      of
      the nature and duration thereof, specifying what action, if any, it has taken
      and proposes to take with respect thereto and thereafter will take reasonable
      steps to protect and preserve its rights and remedies in respect of such breach
      or default, or will obtain or acquire an appropriate substitute
      License.

     

    (iv)           
      Each Grantor will, at its expense, promptly deliver to the Collateral Agent
      a
      copy of each notice or other communication received by it by which any other
      party to any material License referred to in Schedule II hereto
      purports to exercise any of its rights or affect any of its obligations
      thereunder, together with a copy of any reply by such Grantor
      thereto.

     

    
      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

    

     

    (v)           
      Each Grantor will exercise promptly and diligently each and every right which
      it
      may have under each material License (other than any right of termination)
      and
      will duly perform and observe in all respects all of its obligations under
      each
      material License and will take all action reasonably necessary to maintain
      such
      Licenses in full force and effect. No Grantor will, without the prior written
      consent of the Majority Buyer, cancel, terminate, materially amend or otherwise
      materially modify in any respect, or waive any provision of, any material
      License referred to in Schedule II
      hereto.

     

    (g)           
      Transfers and Other
      Liens.

     

    (i)           
      No Grantor will sell, assign (by operation of law or otherwise), lease, license,
      exchange or otherwise transfer or dispose of any of the Collateral, except
      (A)
      Inventory in the ordinary course of business, and (B) worn-out or obsolete
      assets not necessary to the business.

     

    (ii)           
      No Grantor will create, suffer to exist or grant any Lien upon or with respect
      to any Collateral, other than Permitted Liens.

     

    (h)           
      Intellectual
      Property.

     

    (i)           
      If applicable, each Grantor shall, upon the Collateral Agent's written request,
      duly execute and deliver the applicable Assignment for Security in the form
      attached hereto as Exhibit
      A.  Each Grantor (either itself or through licensees) will, and
      will cause each licensee thereof to, take all action necessary to maintain
      all
      of the Intellectual Property in full force and effect, including, without
      limitation, using the proper statutory notices and markings and using the
      Trademarks on each applicable trademark class of goods in order to so maintain
      the Trademarks in full force and free from any claim of abandonment for non-use,
      and such Grantor will not (nor permit any licensee thereof to) do any act or
      knowingly omit to do any act whereby any Intellectual Property may become
      invalidated; provided, however,
      that so long
      as no Event of Default has occurred and is continuing, such Grantor shall not
      have an obligation to use or to maintain any Intellectual Property (A) that
      relates solely to any product or work, that has been, or is in the process
      of
      being, discontinued, abandoned or terminated, (B) that is being replaced with
      Intellectual Property substantially similar to the Intellectual Property that
      may be abandoned or otherwise become invalid, so long as the failure to use
      or
      maintain such Intellectual Property does not materially adversely affect the
      validity of such replacement Intellectual Property and so long as such
      replacement Intellectual Property is subject to the Lien created by this
      Agreement or (C) that is substantially the same as another Intellectual Property
      that is in full force, so long as the failure to use or maintain such
      Intellectual Property does not materially adversely affect the validity of
      such
      replacement Intellectual Property and so long as such other Intellectual
      Property is subject to the Lien and security interest created by this
      Agreement.  Each Grantor will cause to be taken all necessary steps in
      any proceeding before the United States Patent and Trademark Office and the
      United States Copyright Office or any similar office or agency in any other
      country or political subdivision thereof to maintain each registration of the
      Intellectual Property (other than the Intellectual Property described in the
      proviso to the immediately preceding sentence), including, without limitation,
      filing of renewals, affidavits of use, affidavits of incontestability and
      opposition, interference and cancellation proceedings and payment of maintenance
      fees, filing fees, taxes or other governmental fees.  If any
      Intellectual Property (other than Intellectual Property described in the proviso
      to the first sentence of subsection (i) of this clause (h)) is infringed,
      misappropriated, diluted or otherwise violated in any material respect by a
      third party, such Grantor shall (x) upon learning of such infringement,
      misappropriation, dilution or other violation, promptly notify the Collateral
      Agent and (y) to the extent such Grantor shall deem appropriate under the
      circumstances, promptly sue for infringement, misappropriation, dilution or
      other violation, seek injunctive relief where appropriate and recover any and
      all damages for such infringement, misappropriation, dilution or other
      violation, or take such other actions as such Grantor shall deem appropriate
      under the circumstances to protect such Intellectual Property.  Each
      Grantor shall furnish to the Collateral Agent from time to time upon its request
      statements and schedules further identifying and describing the Intellectual
      Property and Licenses and such other reports in connection with the Intellectual
      Property and Licenses as the Majority Buyers may reasonably request, all in
      reasonable detail and promptly upon request of the Majority Buyers, following
      receipt by the Collateral Agent of any such statements, schedules or reports,
      such Grantor shall modify this Agreement by amending Schedule II hereto,
      as the case may be, to include any Intellectual Property and License, as the
      case may be, which becomes part of the Collateral under this Agreement and
      shall
      execute and authenticate such documents and do such acts as shall be necessary
      or, in the judgment of the Majority Buyers, desirable to subject such
      Intellectual Property and Licenses to the Lien and security interest created
      by
      this Agreement.  Notwithstanding anything herein to the contrary, upon
      the occurrence and during the continuance of an Event of Default, such Grantor
      may not abandon or otherwise permit any Intellectual Property to become invalid
      without the prior written consent of the Collateral Agent, and if any
      Intellectual Property is infringed, misappropriated, diluted or otherwise
      violated in any material respect by a third party, such Grantor will take such

      action as the Majority Buyers shall deem appropriate under the circumstances
      to
      protect such Intellectual Property.

     

    
      
        
          
          

        

        
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    (ii)           
      In no event shall a Grantor, either itself or through any agent, employee,
      licensee or designee, file an application for the registration of any Trademark
      or Copyright or the issuance of any Patent with the United States Patent and
      Trademark Office or the United States Copyright Office, as applicable, or in
      any
      similar office or agency of the United States or any country or any political
      subdivision thereof unless it gives the Collateral Agent prompt written notice
      before or after the occurrence thereof. Each Grantor shall execute, authenticate
      and deliver any and all assignments, agreements, instruments, documents and
      papers as the Majority Buyers may reasonably request to evidence the Collateral
      Agent's security interest hereunder in such Intellectual Property and the
      General Intangibles of such Grantor relating thereto or represented thereby,
      and
      such Grantor hereby appoints the Collateral Agent its attorney-in-fact to
      execute and/or authenticate and file all such writings for the foregoing
      purposes, all acts of such attorney being hereby ratified and confirmed, and
      such power (being coupled with an interest) shall be irrevocable until (A)
      the
      earliest to occur of (x) the indefeasible payment in full in cash of all of
      the
      Obligations, or (y) the indefeasible conversion of all the Notes in full to
      Common Stock, or (z) the indefeasible payment in cash of the Obligations in
      part
      and the indefeasible conversion of all then outstanding balance of the Notes
      in
      full to Common Stock, and (B) the termination of each of the Transaction
      Documents.

     

    (i)           
      Deposit, Commodities
      and Securities Accounts.  Each Grantor shall cause each bank
      and other financial institution with an account referred to in Schedule IV hereto to
      execute and deliver to the Collateral Agent a control agreement, in form and
      substance in form and substance satisfactory to the Collateral Agent,1
      duly executed by such Grantor and such bank or
      financial institution, or enter into other arrangements in form and substance
      satisfactory to the Majority Buyers, pursuant to which such institution shall
      irrevocably agree, interalia,
      that
      (i) it will comply at any time with the instructions originated by the
      Collateral Agent to such bank or financial institution directing the disposition
      of cash, Commodity Contracts, securities, Investment Property and other items
      from time to time credited to such account, without further consent of such
      Grantor, which instructions the Collateral Agent will not give to such bank
      or
      other financial institution in the absence of a continuing Event of Default,
      (ii) all cash, Commodity Contracts, securities, Investment Property and
      other items of such Grantor deposited with such institution shall be subject
      to
      a perfected, first priority security interest in favor of the Collateral Agent,
      (iii) any right of set off, banker's Lien or other similar Lien, security
      interest or encumbrance shall be fully waived as against the Collateral Agent,
      and (iv) upon receipt of written notice from the Collateral Agent during
      the continuance of an Event of Default, such bank or financial institution
      shall
      immediately send to the Collateral Agent by wire transfer (to such account
      as
      the Collateral Agent shall specify, or in such other manner as the Collateral
      Agent shall direct) all such cash, the value of any Commodity Contracts,
      securities, Investment Property and other items held by it.  Without
      the prior written consent of the Collateral Agent, such Grantor shall not make
      or maintain any Deposit Account, Commodity Account or Securities Account except
      for the accounts set forth in Schedule IV
      hereto.  The provisions of this paragraph 5(i) shall not apply to (i)
      Deposit Accounts for which the Collateral Agent is the depositary and (ii)
      Deposit Accounts specially and exclusively used for payroll, payroll taxes
      and
      other employee wage and benefit payments to or for the benefit of a Grantor's
      salaried employees.

    

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

    

     

    (j)           
      Motor
      Vehicles.

     

    (i)           
      Upon the Collateral Agent's written request (at the direction of the Majority
      Buyers), each Grantor shall deliver to the Collateral Agent originals of the
      certificates of title or ownership for all motor vehicles owned by it with
      the
      Collateral Agent listed as lienholder, for the benefit of the
      Buyers.

     

    (ii)           
      Each Grantor hereby appoints the Collateral Agent as its attorney-in-fact,
      effective the date hereof and terminating upon the termination of this Agreement
      (at the direction of the Majority Buyers), for the purpose of (A) executing
      on
      behalf of such Grantor title or ownership applications for filing with
      appropriate state agencies to enable motor vehicles now owned or hereafter
      acquired by such Grantor to be re-titled and the Collateral Agent listed as
      lienholder thereof, (B) filing such applications with such state agencies,
      and
      (C) executing such other documents and instruments on behalf of, and taking
      such
      other action in the name of, such Grantor as the Majority Buyers may deem
      necessary or advisable to accomplish the purposes hereof (including, without
      limitation, for the purpose of creating in favor of the Collateral Agent a
      perfected Lien on the motor vehicles and exercising the rights and remedies
      of
      the Collateral Agent hereunder). This appointment as attorney-in-fact is coupled
      with an interest and is irrevocable until all of the Obligations are
      indefeasibly paid in full in cash and after all Transaction Documents have
      been
      terminated.

     
_________________________

      
      
        	
                1

              	
                Please
                  note that Collateral Agent will not indemnify any third party financial
                  institution in connection with such
                  agreement.),

              



        
          
            
            

          

          
            -14-

            
              

            

          

          
            
            

          

        

      

       

    

    (iii)           
      Any certificates of title or ownership delivered pursuant to the terms hereof
      shall be accompanied by odometer statements for each motor vehicle covered
      thereby.

     

    (iv)           
      So long as no Event of Default shall have occurred and be continuing, upon
      the
      request of such Grantor, the Collateral Agent shall execute and deliver to
      such
      Grantor such instruments as such Grantor shall reasonably request to remove
      the
      notation of the Collateral Agent as lienholder on any certificate of title
      for
      any motor vehicle; provided, however,
      that any
      such instruments shall be delivered, and the release effective, only upon
      receipt by the Collateral Agent of a certificate from such Grantor stating
      that
      such motor vehicle is to be sold or has suffered a casualty loss (with title
      thereto passing to the casualty insurance company therefor in settlement of
      the
      claim for such loss) and the amount that such Grantor will receive as sale
      proceeds or insurance proceeds.  Any proceeds of such sale or casualty
      loss shall be paid to the Collateral Agent hereunder immediately upon receipt,
      to be applied to the Obligations then outstanding.

     

    (k)           
      Control.  Each
      Grantor hereby agrees to take any or all action that may be necessary or
      desirable or that the Majority Buyers may request in order for the Collateral
      Agent to obtain control in accordance with Sections 9-105 – 9-107 of the UCC
      with respect to the following Collateral:  (i) Electronic Chattel
      Paper, (ii) Investment Property, and (iii) Letter-of-Credit Rights.

     

    (l)           
      Inspection and
      Reporting.  Each Grantor shall permit the Collateral Agent, the
      Buyers or any agent or representatives thereof or such professionals or other
      Persons as the Collateral Agent may designate, not more than one time a year
      in
      the absence of an Event of Default, (i) to examine and make copies of and
      abstracts from such Grantor's records and books of account, (ii) to visit and
      inspect its properties, (iii) to verify materials, leases, Instruments,
      Accounts, Inventory and other assets of such Grantor from time to time, and
      (iii) to conduct audits, physical counts, appraisals and/or valuations,
      examinations at the locations of such Grantor.  Each Grantor shall
      also permit the Collateral Agent, the Buyers or any agent or representatives
      thereof or such professionals or other Persons as the Collateral Agent may
      designate to discuss such Grantor's affairs, finances and accounts with any
      of
      its directors, officers, managerial employees, independent accountants or any
      of
      its other representatives.

     

    (m)           
      Future
      Subsidiaries.  ECI and each other Grantor hereby agrees if ECI
      or such other Grantor shall hereafter own, create or acquire any Subsidiary
      that
      is not a Grantor hereunder or a party to the Grantor, then, ECI or such other
      Grantor shall promptly notify the Collateral Agent thereof and, simultaneously
      therewith, ECI or such other such Grantor shall cause such Subsidiary to become
      a party to the Guaranty, in the form attached hereto as Exhibit B hereto (as
      amended, restated or otherwise modified from time to time, the "Guaranty"), as a "Guarantor"
      thereunder, and to
      this Agreement as an additional "Grantor" hereunder, and to
      duly execute and/or deliver such opinions of counsel and other documents, in
      form and substance acceptable to the Majority Buyers, as the Majority Buyers
      shall reasonably request with respect thereto.

     

    
      
        
          
          

        

        
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    SECTION
      6.   Additional Provisions Concerning the
      Collateral.

     

    (a)           
      Each Grantor hereby (i) authorizes the Buyers or the Collateral Agent to
      file one or more UCC financing or continuation statements, and amendments
      thereto, relating to the Collateral and (ii) ratifies such authorization to
      the extent that the Buyers or the Collateral Agent has filed any such financing
      or continuation statements, or amendments thereto, prior to the date
      hereof.  A photocopy or other reproduction of this Agreement or any
      UCC financing statement covering the Collateral or any part thereof shall be
      sufficient as a UCC financing statement where permitted by law.

     

    (b)           
      Each Grantor hereby irrevocably appoints the Collateral Agent as its
      attorney-in-fact and proxy, with full authority in the place and stead of such
      Grantor and in the name of such Grantor or otherwise, from time to time in
      the
      Majority Buyers' reasonable discretion, so long as an Event of Default shall
      have occurred and is continuing, to take any action and to execute any
      instrument which the Majority Buyers may reasonably deem necessary or advisable
      to accomplish the purposes of this Agreement (subject to the rights of such
      Grantor under Section
      5 hereof), including, without limitation, (i) to obtain and adjust
      insurance required to be paid to the Collateral Agent pursuant to Section 5(e) hereof,
      (ii) to ask, demand, collect, sue for, recover, compound, receive and give
      acquittance and receipts for moneys due and to become due under or in respect
      of
      any Collateral, (iii) to receive, endorse, and collect any drafts or other
      instruments, documents and chattel paper in connection with clause (i) or (ii)
      above, (iv) to file any claims or take any action or institute any proceedings
      which the Collateral Agent may deem necessary or desirable for the collection
      of
      any Collateral or otherwise to enforce the rights of the Collateral Agent and
      the Buyers with respect to any Collateral, and (v) to execute assignments,
      licenses and other documents to enforce the rights of the Collateral Agent
      and
      the Buyers with respect to any Collateral.  This power is coupled with
      an interest and is irrevocable until the earliest to occur of (x) the
      indefeasible payment in full in cash of all of the Obligations, or (y) the
      indefeasible conversion of all the Notes in full to Common Stock, or (z) the
      indefeasible payment in cash of the Obligations in part and the indefeasible
      conversion of all then outstanding balance of the Notes in full to Common
      Stock.

     

    (c)           
      For the purpose of enabling the Collateral Agent to exercise rights and remedies
      hereunder, at such time as the Collateral Agent shall be lawfully entitled
      to
      exercise such rights and remedies, and for no other purpose, each Grantor hereby
      grants to the Collateral Agent, to the extent assignable, an irrevocable,
      non-exclusive license (exercisable without payment of royalty or other
      compensation to such Grantor) to use, assign, license or sublicense any
      Intellectual Property now owned or hereafter acquired by such Grantor, wherever
      the same may be located, 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 programs used for the compilation or printout thereof. Notwithstanding
      anything contained herein to the contrary, but subject to the provisions of
      the
      Securities Purchase Agreement that limit the right of such Grantor to dispose
      of
      its property and Section 5(h) hereof,
      so long as no Event of Default shall have occurred and be continuing, such
      Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell,
      dispose of or take other actions with respect to the Intellectual Property
      in
      the ordinary course of its business.  In furtherance of the foregoing,
      unless an Event of Default shall have occurred and be continuing, the Collateral
      Agent shall from time to time, upon the request of a Grantor, execute and
      deliver any instruments, certificates or other documents, in the form so
      requested, which such Grantor shall have certified are appropriate (in such
      Grantor's judgment) to allow it to take any action permitted above (including
      relinquishment of the license provided pursuant to this clause (c) as to any
      Intellectual Property).  Further, upon the earliest to occur of (x)
      the indefeasible payment in full in cash of all of the Obligations, or (y)
      the
      indefeasible conversion of all the Notes in full to Common Stock, or (z) the
      indefeasible payment in cash of the Obligations in part and the indefeasible
      conversion of all then outstanding balance of the Notes in full to Common Stock,
      the Collateral Agent (subject to Section 10(e) hereof)
      shall release and reassign to such Grantor all of the Collateral Agent's right,
      title and interest in and to the Intellectual Property, and the Licenses, all
      without recourse, representation or warranty whatsoever.  The exercise
      of rights and remedies hereunder by the Collateral Agent shall not terminate
      the
      rights of the holders of any licenses or sublicenses theretofore granted by
      such
      Grantor in accordance with the second sentence of this clause
      (c).  Each Grantor hereby releases the Collateral Agent from any
      claims, causes of action and demands at any time arising out of or with respect
      to any actions taken or omitted to be taken by the Collateral Agent under the
      powers of attorney granted herein other than actions taken or omitted to be
      taken through the Collateral Agent's gross negligence or willful misconduct,
      as
      determined by a final determination of a court of competent
      jurisdiction.

     

    
      
        
          
          

        

        
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    (d)           
      If a Grantor fails to perform any agreement contained herein, the Collateral
      Agent may (but shall not be obligated to) itself perform, or cause performance
      of, such agreement or obligation, in the name of such Grantor or the Collateral
      Agent, and the expenses of the Collateral Agent incurred in connection therewith
      shall be payable by such Grantor pursuant to Section 8 hereof and
      shall be secured by the Collateral.

     

    (e)           
      The powers conferred on the Collateral Agent hereunder are solely to protect
      its
      interest in the Collateral and shall not impose any duty upon it to exercise
      any
      such powers. Except for the safe custody of any Collateral in its possession
      and
      the accounting for moneys actually received by it hereunder, the Collateral
      Agent shall have no duty as to any Collateral or as to the taking of any
      necessary steps to preserve rights against prior parties or any other rights
      pertaining to any Collateral.

     

    (f)           
      Anything herein to the contrary notwithstanding (i) each Grantor shall
      remain liable under the Licenses and otherwise with respect to any of the
      Collateral to the extent set forth therein to perform all of its obligations
      thereunder to the same extent as if this Agreement had not been executed,
      (ii) the exercise by the Collateral Agent of any of its rights hereunder
      shall not release such Grantor from any of its obligations under the Licenses
      or
      otherwise in respect of the Collateral, and (iii) the Collateral Agent
      shall not have any obligation or liability by reason of this Agreement under
      the
      Licenses or with respect to any of the other Collateral, nor shall the
      Collateral Agent be obligated to perform any of the obligations or duties of
      such Grantor thereunder or to take any action to collect or enforce any claim
      for payment assigned hereunder.

     

    SECTION
      7.   Remedies Upon Event of Default. If any Event of Default
      shall have occurred and be continuing:

     

    
      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

    

     

    (a)           
      The Collateral Agent may (at the direction of the Majority Buyers) exercise
      in
      respect of the Collateral, in addition to any other rights and remedies provided
      for herein or otherwise available to it, all of the rights and remedies of
      a
      secured party upon default under the UCC (whether or not the UCC applies to
      the
      affected Collateral), and also may (i) take absolute control of the
      Collateral, including, without limitation, transfer into the Collateral Agent's
      name or into the name of its nominee or nominees (to the extent the Collateral
      Agent has not theretofore done so) and thereafter receive, for the benefit
      of
      the Collateral Agent, all payments made thereon, give all consents, waivers
      and
      ratifications in respect thereof and otherwise act with respect thereto as
      though it were the outright owner thereof, (ii) require each Grantor to,
      and each Grantor hereby agrees that it will at its expense and upon request
      of
      the Collateral Agent forthwith, assemble all or part of its respective
      Collateral as directed by the Collateral Agent and make it available to the
      Collateral Agent at a place or places to be designated by the Collateral Agent
      that is reasonably convenient to both parties, and the Collateral Agent may
      enter into and occupy any premises owned or leased by such Grantor where the
      Collateral or any part thereof is located or assembled for a reasonable period
      in order to effectuate the Collateral Agent's rights and remedies hereunder
      or
      under law, without obligation to such Grantor in respect of such occupation,
      and
      (iii) without notice except as specified below and without any obligation
      to prepare or process the Collateral for sale, (A) sell the Collateral or
      any part thereof in one or more parcels at public or private sale, at any of
      the
      Collateral Agent's offices or elsewhere, for cash, on credit or for future
      delivery, and at such price or prices and upon such other terms as the
      Collateral Agent may deem commercially reasonable and/or (B) lease, license
      or dispose of the Collateral or any part thereof upon such terms as the
      Collateral Agent may deem commercially reasonable.  Each Grantor
      agrees that, to the extent notice of sale or any other disposition of its
      respective Collateral shall be required by law, at least ten (10) days' notice
      to such Grantor of the time and place of any public sale or the time after
      which
      any private sale or other disposition of its respective Collateral is to be
      made
      shall constitute reasonable notification.  The Collateral Agent shall
      not be obligated to make any sale or other disposition of any Collateral
      regardless of notice of sale having been given.  The Collateral Agent
      may adjourn any public or private sale from time to time by announcement at
      the
      time and place fixed therefor, and such sale may, without further notice, be
      made at the time and place to which it was so adjourned.  Each Grantor
      hereby waives any claims against the Collateral Agent and the Buyers arising
      by
      reason of the fact that the price at which its respective Collateral may have
      been sold at a private sale was less than the price which might have been
      obtained at a public sale or was less than the aggregate amount of the
      Obligations, even if the Collateral Agent accepts the first offer received
      and
      does not offer such Collateral to more than one offeree, and waives all rights
      that such Grantor may have to require that all or any part of such Collateral
      be
      marshalled upon any sale (public or private) thereof.  Each Grantor
      hereby acknowledges that (i) any such sale of its respective Collateral by
      the Collateral Agent shall be made without warranty, (ii) the Collateral
      Agent may specifically disclaim any warranties of title, possession, quiet
      enjoyment or the like, and (iii) such actions set forth in clauses (i)
      and (ii) above shall not adversely affect the commercial reasonableness of
      any
      such sale of Collateral.  In addition to the foregoing, (1) upon
      written notice to any Grantor from the Collateral Agent, such Grantor shall
      cease any use of the Intellectual Property or any trademark, patent or copyright
      similar thereto for any purpose described in such notice; (2) the Collateral
      Agent may, at any time and from time to time, upon 10 days' prior notice to
      such
      Grantor, license, whether general, special or otherwise, and whether on an
      exclusive or non-exclusive basis, any of the Intellectual Property, throughout
      the universe for such term or terms, on such conditions, and in such manner,
      as
      the Collateral Agent shall in its sole discretion determine; and (3) the
      Collateral Agent may, at any time, pursuant to the authority granted in Section 6 hereof
      (such authority being effective upon the occurrence and during the continuance
      of an Event of Default), execute and deliver on behalf of such Grantor, one
      or
      more instruments of assignment of the Intellectual Property (or any application
      or registration thereof), in form suitable for filing, recording or registration
      in any country.

     

    
      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

    

     

    (b)           
      Any cash held by the Collateral Agent as Collateral and all Cash Proceeds
      received by the Collateral Agent in respect of any sale of or collection from,
      or other realization upon, all or any part of the Collateral may, in the
      reasonable discretion of the Collateral Agent, be held by the Collateral Agent
      as collateral for, and/or then or at any time thereafter applied (after payment
      of any amounts payable to the Collateral Agent pursuant to Section 8 hereof)
      in
      whole or in part by the Collateral Agent against, all or any part of the
      Obligations in such order as the Collateral Agent shall elect, consistent with
      the provisions of the Securities Purchase Agreement.  Any surplus of
      such cash or Cash Proceeds held by the Collateral Agent and remaining after
      the
      earliest to occur of (x) the indefeasible payment in full in cash of all of
      the
      Obligations, or (y) the indefeasible conversion of all the Notes in full to
      Common Stock, or (z) the indefeasible payment in cash of the Obligations in
      part
      and the indefeasible conversion of all then outstanding balance of the Notes
      in
      full to Common Stock, shall be paid over to whomsoever shall be lawfully
      entitled to receive the same or as a court of competent jurisdiction shall
      direct.

     

    (c)           
      In the event that the proceeds of any such sale, collection or realization
      are
      insufficient to pay all amounts to which the Collateral Agent and the Buyers
      are
      legally entitled, each Grantor shall be liable for the deficiency, together
      with
      interest thereon at the highest rate specified in any of the applicable
      Transaction Documents for interest on overdue principal thereof or such other
      rate as shall be fixed by applicable law, together with the costs of collection
      and the reasonable fees, costs, expenses and other client charges of any
      attorneys employed by the Collateral Agent to collect such
      deficiency.

     

    (d)           
      Each Grantor hereby acknowledges that if the Collateral Agent complies with
      any
      applicable state, provincial, or federal law requirements in connection with
      a
      disposition of the Collateral, such compliance will not adversely affect the
      commercial reasonableness of any sale or other disposition of the
      Collateral.

     

    (e)           
      The Collateral Agent shall not be required to marshal any present or future
      collateral security (including, but not limited to, this Agreement and the
      Collateral) for, or other assurances of payment of, the Obligations or any
      of
      them or to resort to such collateral security or other assurances of payment
      in
      any particular order, and all of the Collateral Agent's rights hereunder and
      in
      respect of such collateral security and other assurances of payment shall be
      cumulative and in addition to all other rights, however existing or arising.
      To
      the extent that each Grantor lawfully may, such Grantor hereby agrees that
      it
      will not invoke any law relating to the marshalling of collateral which might
      cause delay in or impede the enforcement of the Collateral Agent's rights under
      this Agreement or under any other instrument creating or evidencing any of
      the
      Obligations or under which any of the Obligations is outstanding or by which
      any
      of the Obligations is secured or payment thereof is otherwise assured, and,
      to
      the extent that it lawfully may, such Grantor hereby irrevocably waives the
      benefits of all such laws.

     

    
      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

    

     

    SECTION
      8.   Indemnity and Expenses.

     

    (a)           
      Each Grantor agrees, jointly and severally, to defend, protect, indemnify and
      hold the Collateral Agent and each of the Buyers, jointly and severally,
      harmless from and against any and all claims, damages, losses, liabilities,
      obligations, penalties, fees, costs and expenses (including, without limitation,
      reasonable legal fees, costs, expenses, and disbursements of such Person's
      counsel) to the extent that they arise out of or otherwise result from this
      Agreement (including, without limitation, enforcement of this Agreement), except
      claims, losses or liabilities resulting solely and directly from such Person's
      gross negligence or willful misconduct, as determined by a final judgment of
      a
      court of competent jurisdiction.

     

    (b)           
      Each Grantor agrees, jointly and severally, to upon demand pay to the Collateral
      Agent the amount of any and all costs and expenses, including the reasonable
      fees, costs, expenses and disbursements of counsel for the Collateral Agent
      and
      of any experts and agents (including, without limitation, any collateral trustee
      which may act as agent of the Collateral Agent), which the Collateral Agent
      may
      incur in connection with (i) the preparation, negotiation, execution,
      delivery, recordation, administration, amendment, waiver or other modification
      or termination of this Agreement, (ii) the custody, preservation, use or
      operation of, or the sale of, collection from, or other realization upon, any
      Collateral, (iii) the exercise or enforcement of any of the rights of the
      Collateral Agent hereunder, or (iv) the failure by any Grantor to perform
      or observe any of the provisions hereof.

     

    SECTION
      9.   Notices, Etc. All notices and other communications provided
      for hereunder shall be in writing and shall be mailed (by certified mail,
      postage prepaid and return receipt requested), telecopied or delivered, if
      to a
      Grantor at its address specified below and if to the Collateral Agent to it,
      at
      its address specified below; or as to any such Person, at such other address
      as
      shall be designated by such Person in a written notice to such other Person
      complying as to delivery with the terms of this Section 9. All such notices
      and
      other communications shall be effective (a) if sent by certified mail,
      return receipt requested, when received or three days after deposited in the
      mails, whichever occurs first, (b) if telecopied, when transmitted (during
      normal business hours) and confirmation is received, otherwise, the day after
      the notice was transmitted if confirmation is received, or (c) if
      delivered, upon delivery.

     

    SECTION
      10. Miscellaneous.

     

    (a)           
      No amendment of any provision of this Agreement shall be effective unless it
      is
      in writing and signed by each Grantor and the Collateral Agent, and no waiver
      of
      any provision of this Agreement, and no consent to any departure by a Grantor
      therefrom, shall be effective unless it is in writing and signed by the
      Collateral Agent, and then such waiver or consent shall be effective only in
      the
      specific instance and for the specific purpose for which given.

     

    (b)           
      No failure on the part of the Collateral Agent to exercise, and no delay in
      exercising, any right hereunder or under any of the other Transaction Documents
      shall operate as a waiver thereof; nor shall any single or partial exercise
      of
      any such right preclude any other or further exercise thereof or the exercise
      of
      any other right. The rights and remedies of the Collateral Agent or any Buyer
      provided herein and in the other Transaction Documents are cumulative and are
      in
      addition to, and not exclusive of, any rights or remedies provided by law.
      The
      rights of the Collateral Agent or any Buyer under any of the other Transaction
      Documents against any party thereto are not conditional or contingent on any
      attempt by such Person to exercise any of its rights under any of the other
      Transaction Documents against such party or against any other Person, including
      but not limited to, any Grantor.

     

    
      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

    

     

    (c)           
      Any provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining portions
      hereof or thereof or affecting the validity or enforceability of such provision
      in any other jurisdiction.

     

    (d)           
      This Agreement shall create a continuing security interest in the Collateral
      and
      shall (i) remain in full force and effect until the earliest to occur of (x)
      the
      indefeasible payment in full in cash of all of the Obligations, or (y) the
      indefeasible conversion of all the Notes in full to Common Stock, or (z) the
      indefeasible payment in cash of the Obligations in part and the indefeasible
      conversion of all then outstanding balance of the Notes in full to Common Stock,
      and (ii) be binding on each Grantor and all other Persons who become bound
      as
      debtor to this Agreement in accordance with Section 9-203(d) of the UCC and
      shall inure, together with all rights and remedies of the Collateral Agent
      and
      the Buyers hereunder, to the benefit of the Collateral Agent and the Buyers
      and
      their respective permitted successors, transferees and assigns. Without limiting
      the generality of clause (ii) of the immediately preceding sentence, without
      notice to any Grantor, the Collateral Agent and the Buyers may assign or
      otherwise transfer their rights and obligations under this Agreement and any
      of
      the other Transaction Documents, to any other Person and such other Person
      shall
      thereupon become vested with all of the benefits in respect thereof granted
      to
      the Collateral Agent and the Buyers herein or otherwise. Upon any such
      assignment or transfer, all references in this Agreement to the Collateral
      Agent
      or any such Buyer shall mean the assignee of the Collateral Agent or such Buyer.
      None of the rights or obligations of any Grantor hereunder may be assigned
      or
      otherwise transferred without the prior written consent of the Collateral Agent,
      and any such assignment or transfer without the consent of the Collateral Agent
      shall be null and void.

     

    (e)           
      Upon the earliest of written notice to the Collateral Agent from the Buyers
      of
      (x) the indefeasible payment in full in cash of all of the Obligations, or
      (y)
      the indefeasible conversion of all the Notes in full to Common Stock, or (z)
      the
      indefeasible payment in cash of the Obligations in part and the indefeasible
      conversion of all then outstanding balance of the Notes in full to Common Stock,
      (A) this Agreement and the security interests created hereby shall terminate
      and
      all rights to the Collateral shall revert to the respective Grantor that granted
      such security interests hereunder, and (B) the Collateral Agent will, upon
      such
      Grantor's request and at such Grantor's expense, (1) return to such Grantor
      such
      of the Collateral as shall not have been sold or otherwise disposed of or
      applied pursuant to the terms hereof, and (2) promptly execute and deliver
      to
      such Grantor such documents as such Grantor shall reasonably request to evidence
      such termination, all without any representation, warranty or recourse
      whatsoever. 

     

    (f)           
      THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT AS REQUIRED BY MANDATORY
      PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE VALIDITY AND PERFECTION
      OR
      THE PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE SECURITY
      INTEREST CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR
      COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF
      NEW
      YORK.

     

    
      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

    

     

    (g)           
      ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY
      DOCUMENT RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
      IN THE COUNTY OF NEW YORK OR THE UNITED STATES OF AMERICA FOR THE SOUTHERN
      DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF, AND, BY EXECUTION AND
      DELIVERY OF THIS AGREEMENT, EACH GRANTOR HEREBY ACCEPTS FOR ITSELF AND IN
      RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF
      THE
      AFORESAID COURTS. EACH PARTY HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVES,
      TO
      THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING, WITHOUT
      LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
      FORUMNONCONVENIENS,
      WHICH IT
      MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING
      IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO THE GRANTING OF SUCH LEGAL
      OR
      EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.

     

    (h)           
      EACH GRANTOR AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) THE
      COLLATERAL AGENT WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF
      ANY
      LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
      OR ANY OF THE OTHER TRANSACTION DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE
      OF
      DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES
      HERETO.

     

    (i)           
      Each Grantor irrevocably consents to the service of process of any of the
      aforesaid courts in any such action, suit or proceeding by the mailing of copies
      thereof by registered or certified mail (or any substantially similar form
      of
      mail), postage prepaid, to such Grantor at its address provided herein, such
      service to become effective 10 days after such mailing.

     

    (j)           
      Nothing contained herein shall affect the right of the Collateral Agent to
      serve
      process in any other manner permitted by law or commence legal proceedings
      or
      otherwise proceed against any Grantor or any property of such Grantor in any
      other jurisdiction.

     

    (k)           
      Each Grantor irrevocably and unconditionally waives any right it may have to
      claim or recover in any legal action, suit or proceeding referred to in this
      Section any special, exemplary, punitive or consequential damages.

     

    (l)           
      Section headings herein are included for convenience of reference only and
      shall
      not constitute a part of this Agreement for any other purpose.

     

    
      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

      

    

     

    (m)           
      This Agreement may be executed in any number of counterparts and by different
      parties hereto in separate counterparts, each of which shall be deemed to be
      an
      original, but all of which taken together constitute one in the same
      Agreement.

     

    [REMAINDER
      OF THIS PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
          
          

        

        
          -23-

          
            

          

        

        
          
          

        

      

    

     

    IN
      WITNESS WHEREOF, each Grantor has caused this Agreement to be executed and
      delivered by its officer thereunto duly authorized, as of the date first above
      written.

     

    


     

    
      	 	ENTERCONNECT
              INC.
	 	 
	 	 
	 	By:
              	 
	 	 	Name:
	 	
               

            	Title:
	 	 	 


    

     

    
      	 	
              Address: 
                

            	
              100
                Century Center Court, Suite 100

              San
                Jose, CA 95112-4537

            


    

     

     

    
      ACCEPTED
        BY:


    

     

    
      THE
        BANK OF NEW YORK,


    

    as
      Collateral Agent 

     

    


     

    
      	
              By: 
                 

            	 	 
	 	
              Name

            
	 	
              Title:

            


    

     

     

    
      	
              Address:


            	 	
              101
                Barclay Street

            	 
	 	 	
              Floor
                8W

            	 
	 	 	
              New
                York, New York 10286

            	 
	 	 	
              Attn:
                Corporate Finance Group

            	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      I

     

    LEGAL
      NAMES; ORGANIZATIONAL
      IDENTIFICATION NUMBERS; STATES OR JURISDICTION OF
      ORGANIZATION

     

     

    
      	
              Legal
                Name

              
              

            	
              Organizational
                Identification
                Number

              
              

            	
              State
                of Incorporation

              
              

            
	
              ENTERCONNECT
                INC.

              
              

            	
              E0833882006-1

              
              

            	
              Nevada

              
              

            


    

    

      
        
          
          

        

        
          Sched.
            I-1

          
            

          

        

        
          
          

        

      



    SCHEDULE
      II

     

    INTELLECTUAL
      PROPERTY AND
      LICENSES

     

     

    
      Registered
        Trademarks

    

     

    
      	
              Grantor

              
              

            	
              Country

              
              

            	
              Trademark

              
              

            	
              Registration
                Number

              
              

            
	
              Enterconnect
                Inc.

              
              

            	
              U.S.

              
              

            	
              ENTERCONNECT

              
              

            	
              2792541

              
              

            


    

    

      
        
          
          

        

        
          Sched.
            II-1

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      III

     

    LOCATIONS
      OF
      GRANTOR

     

    


    
      	
              Grantor

            	
              Location

            	
              Description

            
	
              
              

              Enterconnect
                Inc.

            	
              
              

              100
                Century Center Court,

              Suite
                650

              San
                Jose, California 95112-4537

              
              

            	
              
              

              Chief
                executive office, chief place of business and location of
                records

            


    

    

      
        
          
          

        

        
          Sched.
            III-1

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      IV

     

    PROMISSORY
      NOTES,
      SECURITIES, DEPOSIT ACCOUNTS,
      SECURITIES
      ACCOUNTS AND COMMODITIES ACCOUNTS

     

     

    
      Promissory
        Notes:

    

     

    
      None.
        

    

     

    Securities
      and Other
      Instruments:

     

    None.

     

     

    
      	
              Grantor

              
              

            	
              Name
                and Address of Institution Maintaining
                Account

              
              

            	
              Account
                Number

              
              

            	
              Type
                of Account

              
              

            
	
              Enterconnect
                Inc.

              
              

            	
              SunTrust
                Bank

              Mail
                Code GA-ATL - 0503

              1755
                Mars Hill Road

              Acworth,
                GA 30101

              
              

            	
              1000054655096

              
              

            	
              Checking

              
              

            
	
              Enterconnect
                Inc.

              
              

            	
              SunTrust
                Bank

              Mail
                Code GA-ATL-0503

              1755
                Mars Hill Road

              Acworth,
                GA 30101

              
              

            	
              1000057566209

              
              

            	
              Savings

              
              

            


    

    

      
        
          
          

        

        
          Sched.
            IV-1

          
            

          

        

        
          
          

        

      

    


    SCHEDULE
      V

    


    UCC-1
      FINANCING
      STATEMENTS

     

    


    
      	
              
              

              Grantor

            	
              
              

              Jurisdiction

            
	
              
              

              Enterconnect
                Inc.

            	
              
              

              Secretary
                of State of the State of Nevada

            


    

    

      
        
          
          

        

        
          Sched.
            V-1

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      VI

     

    COMMERCIAL
      TORT
      CLAIMS

     

     

    None.

    

      
        
          
          

        

        
          Sched.
            VI-1

          
            

          

        

        
          
          

        

      



    EXHIBIT
      A

     

    ASSIGNMENT
      FOR
      SECURITY

     

    


     

    


     

    [TRADEMARKS]
      [PATENTS]
      [COPYRIGHTS]

     

    WHEREAS,
      ____________________.(the
      "Assignor")
      [has adopted, used and is using, and holds all right, title and interest in
      and
      to, the trademarks and service marks listed on the annexed Schedule 1A,
      which trademarks and service marks are registered or applied for in the United
      States Patent and Trademark Office (the "Trademarks")] [holds
      all right, title and interest in the letter patents, design patents and utility
      patents listed on the annexed Schedule 1A,
      which patents are issued or applied for in the United States Patent and
      Trademark Office (the "Patents")] [holds
      all
      right, title and interest in the copyrights listed on the annexed Schedule 1A, which
      copyrights are registered in the United States Copyright Office (the "Copyrights")];

     

    WHEREAS,
      the Assignor has entered into a Security Agreement, dated as of
      ________________, 2007 (as amended, restated or otherwise modified from time
      to
      time the "Security
      Agreement"), in favor of The Bank of New York, as collateral agent for
      certain purchasers (the "Assignee");

     

    WHEREAS,
      pursuant to the Security Agreement, the Assignor has assigned to the Assignee
      and granted to the Assignee for the benefit of the Buyers (as defined in the
      Security Agreement) a continuing security interest in all right, title and
      interest of the Assignor in, to and under the [Trademarks, together with, among
      other things, the good-will of the business symbolized by the Trademarks]
      [Patents] [Copyrights] and the applications and registrations thereof, and
      all
      proceeds thereof, including, without limitation, any and all causes of action
      which may exist by reason of infringement thereof and any and all damages
      arising from past, present and future violations thereof (the "Collateral"), to
      secure the payment, performance and observance of the "Obligations" (as defined
      in the Security Agreement);

     

    NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Assignor does hereby pledge, convey, sell,
      assign, transfer and set over unto the Assignee and grants to the Assignee
      for
      the benefit of the Buyers a continuing security interest in the Collateral
      to
      secure the prompt payment, performance and for the benefit of the Buyers
      observance of the Obligations.

     

    The
      Assignor does hereby further acknowledge and affirm that the rights and remedies
      of the Assignee with respect to the Collateral are more fully set forth in
      the
      Security Agreement, the terms and provisions of which are hereby incorporated
      herein by reference as if fully set forth herein.

     

    
      
        
          
          

        

        
          Exh.
            A-1

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Assignor has caused this Assignment to be duly executed
      by
      its officer thereunto duly authorized as of _____________, 20__

     

    
      	
               

            	
              [GRANTOR]
                

            


    

     

    
      	 	
              By:  
                

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    STATE
      OF
      ____________

    ss.:

    COUNTY
      OF
      __________

     

    On
      this
      ____ day of _______________, 20__, before me personally came ________________,
      to me known to be the person who executed the foregoing instrument, and who,
      being duly sworn by me, did depose and say that s/he is the ________________
      of
      _______________________________________, a ____________________, and that s/he
      executed the foregoing instrument in the firm name of
      _______________________________________, and that s/he had authority to sign
      the
      same, and s/he acknowledged to me that he executed the same as the act and
      deed
      of said firm for the uses and purposes therein mentioned.

    

      
        
          
          

        

        
          Exh.
            A-3

          
            

          

        

        
          
          

        

      



    SCHEDULE
      1A TO ASSIGNMENT
      FOR SECURITY

     

     

    [Trademarks
      and Trademark Applications]

    [Patent
      and Patent Applications]

    [Copyright
      and Copyright Applications]

    Owned
      by
      ______________________________

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      B

    


    


    


    FORM
      OF
      GUARANTY

    
 

    Sched.
      VI-1