ex4_7.htm


    
      

    

    Exhibit
      4.7

    


    SECURITY
      AGREEMENT

    


               This
      SECURITY AGREEMENT, dated as of December  __, 2007 (this “Agreement”), is among
      uVuMobile, Inc., a Delaware corporation (the “Company”), all of
      the
      Subsidiaries of the Company (such subsidiaries, the “Guarantors”
and
      together
      with the Company, the “Debtors”) and the
      holders of the Company’s 8% Secured Convertible Debentures due December
      ___, 2009 and issued on December ___, 2007 in the original aggregate
      principal amount of $[_____ (collectively, the “Debentures”)
      signatory hereto,
      their endorsees, transferees and assigns (collectively, the “Secured
      Parties”).

    


    W
      I T N E S S E T
      H:

     

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

     

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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


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

    


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

     

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

    


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

    


    (v)         All
      commercial tort claims;

    


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

    


    (vii)       All
      investment property;

    


    (viii)
           All supporting obligations; and

    


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


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

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

    


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

     

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

    


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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

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

     

    (d)           “Necessary
      Endorsement” means undated stock powers endorsed in blank or other
      proper instruments of assignment duly executed and such other instruments or
      documents as the Agent (as that term is defined below) may reasonably
      request.

    


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

    


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

     

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


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    3.             
      Delivery of Certain
      Collateral.  Contemporaneously or prior to the execution of
      this Agreement, each Debtor shall deliver or cause to be delivered to the Agent
      (a) any and all certificates and other instruments representing or evidencing
      the Pledged Securities, and (b) any and all certificates and other instruments
      or documents representing any of the other Collateral, in each case, together
      with all Necessary Endorsements.  The Debtors are, contemporaneously
      with the execution hereof, delivering to Agent, or have previously delivered
      to
      Agent, a true and correct copy of each Organizational Document governing any
      of
      the Pledged Securities.

    


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

    


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

    


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


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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

    


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


    
      
        
        

      

      
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    (k)           Except
      for Permitted Liens (as defined in the Debentures), each Debtor shall at all
      times maintain the liens and Security Interests provided for hereunder as valid
      and perfected first priority liens and security interests in the Collateral
      in
      favor of the Secured Parties until this Agreement and the Security Interest
      hereunder shall be terminated pursuant to Section 11 hereof.  Each
      Debtor hereby agrees to defend the same against the claims of any and all
      persons and entities. Each Debtor shall safeguard and protect all Collateral
      for
      the account of the Secured Parties.  At the request of the Agent, each
      Debtor will sign and deliver to the Agent on behalf of the Secured Parties
      at
      any time or from time to time one or more financing statements pursuant to
      the
      UCC in form reasonably satisfactory to the Agent and will pay the cost of filing
      the same in all public offices wherever filing is, or is deemed by the Agent
      to
      be, necessary or desirable to effect the rights and obligations provided for
      herein. Without limiting the generality of the foregoing, each Debtor shall
      pay
      all fees, taxes and other amounts necessary to maintain the Collateral and
      the
      Security Interests hereunder, and each Debtor shall obtain and furnish to the
      Agent from time to time, upon demand, such releases and/or subordinations of
      claims and liens which may be required to maintain the priority of the Security
      Interests hereunder.

    


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

    


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

    


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


    
      
        
        

      

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

     

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

    


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

    


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

    


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


    
      
        
        

      

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

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

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

     

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

    


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

    


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

    


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

    


    (gg)       If
      any Debtor shall at any time hold or acquire a commercial tort claim, such
      Debtor shall promptly notify the Secured Parties in a writing signed by such
      Debtor of the particulars thereof and grant to the Secured Parties in such
      writing a security interest therein and in the proceeds thereof, all upon the
      terms of this Agreement, with such writing to be in form and substance
      satisfactory to the Agent.

    


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


    
      
        
        

      

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

    


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

    


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

    


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

     

    
      
        
        

      

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

    


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

    


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

    


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

     

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

     

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


    
      
        
        

      

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

    


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

    


    (c)          The
      failure by any Debtor to observe or perform any of its obligations hereunder
      for
      five (5) days after delivery to such Debtor of notice of such failure by or
      on
      behalf of a Secured Party unless such default is capable of cure but cannot
      be
      cured within such time frame and such Debtor is using best efforts to cure
      same
      in a timely fashion; or

    


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

    


    7.             
      Duty To Hold In
      Trust.

    


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

    


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


    
      
        
        

      

      
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    8.            
      Rights and Remedies Upon
      Default.

     

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

    


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

    


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

    


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


    
      
        
        

      

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

    


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

    


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

    


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

     

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

    


    9.           Applications
      of Proceeds. The
      proceeds of any such sale, lease or other disposition of the Collateral
      hereunder or from payments made on account of any insurance policy insuring
      any
      portion of the Collateral shall be applied first, to the expenses of retaking,
      holding, storing, processing and preparing for sale, selling, and the like
      (including, without limitation, any taxes, fees and other costs incurred in
      connection therewith) of the Collateral, to the reasonable attorneys’ fees and
      expenses incurred by the Agent in enforcing the Secured Parties’ rights
      hereunder and in connection with collecting, storing and disposing of the
      Collateral, and then to satisfaction of the Obligations pro rata among the
      Secured Parties (based on then-outstanding principal amounts of Debentures
      at
      the time of any such determination), and to the payment of any other amounts
      required by applicable law, after which the Secured Parties shall pay to the
      applicable Debtor any surplus proceeds. If, upon the sale, license or other
      disposition of the Collateral, the proceeds thereof are insufficient to pay
      all
      amounts to which the Secured Parties are legally entitled, the Debtors will
      be
      liable for the deficiency, together with interest thereon, at the rate of 18%
      per annum or the lesser amount permitted by applicable law (the “Default Rate”),
      and the reasonable fees of any attorneys employed by the Secured Parties to
      collect such deficiency.  To the extent permitted by applicable law,
      each Debtor waives all claims, damages and demands against the Secured Parties
      arising out of the repossession, removal, retention or sale of the
      Collateral, unless due solely to the gross negligence or willful misconduct
      of
      the Secured Parties as determined by a final judgment (not subject to further
      appeal) of a court of competent jurisdiction.


    
      
        
        

      

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

     

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

    


    12.         Responsibility
      for Collateral.
      The Debtors assume all liabilities and responsibility in connection with all
      Collateral, and the Obligations shall in no way be affected or diminished by
      reason of the loss, destruction, damage or theft of any of the Collateral or
      its
      unavailability for any reason.  Without limiting the generality of the
      foregoing, (a) neither the Agent nor any Secured Party (i) has any duty (either
      before or after an Event of Default) to collect any amounts in respect of the
      Collateral or to preserve any rights relating to the Collateral, or (ii) has
      any
      obligation to clean-up or otherwise prepare the Collateral for sale, and (b)
      each Debtor shall remain obligated and liable under each contract or agreement
      included in the Collateral to be observed or performed by such Debtor
      thereunder.  Neither the Agent nor any Secured Party shall have any
      obligation or liability under any such contract or agreement by reason of or
      arising out of this Agreement or the receipt by the Agent or any Secured Party
      of any payment relating to any of the Collateral, nor shall the Agent or any
      Secured Party be obligated in any manner to perform any of the obligations
      of
      any Debtor under or pursuant to any such contract or agreement, to make inquiry
      as to the nature or sufficiency of any payment received by the Agent or any
      Secured Party in respect of the Collateral or as to the sufficiency of any
      performance by any party under any such contract or agreement, to present or
      file any claim, to take any action to enforce any performance or to collect
      the
      payment of any amounts which may have been assigned to the Agent or to which
      the
      Agent or any Secured Party may be entitled at any time or
      times.


    
      
        
        

      

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

    


    14.         Term
      of Agreement. This
      Agreement and the Security Interests shall terminate on the date on which all
      payments under the Debentures have been indefeasibly paid in full and all other
      Obligations have been paid or discharged; provided, however, that all
      indemnities of the Debtors contained in this Agreement (including, without
      limitation, Annex B hereto) shall survive and remain operative and in full
      force
      and effect regardless of the termination of this Agreement.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    15.         Power
      of Attorney; Further
      Assurances.

     

    (a)           Each
      Debtor authorizes the Agent, and does hereby make, constitute and appoint the
      Agent and its officers, agents, successors or assigns with full power of
      substitution, as such Debtor’s true and lawful attorney-in-fact, with power, in
      the name of the Agent or such Debtor, to, after the occurrence and during the
      continuance of an Event of Default, (i) endorse any note, checks, drafts, money
      orders or other instruments of payment (including payments payable under or
      in
      respect of any policy of insurance) in respect of the Collateral that may come
      into possession of the Agent; (ii) to sign and endorse any financing statement
      pursuant to the UCC or any invoice, freight or express bill, bill of lading,
      storage or warehouse receipts, drafts against debtors, assignments,
      verifications and notices in connection with accounts, and other documents
      relating to the Collateral; (iii) to pay or discharge taxes, liens, security
      interests or other encumbrances at any time levied or placed on or threatened
      against the Collateral; (iv) to demand, collect, receipt for, compromise, settle
      and sue for monies due in respect of the Collateral; (v) to transfer any
      Intellectual Property or provide licenses respecting any Intellectual Property;
      and (vi) generally, at the option of the Agent, and at the expense of the
      Debtors, at any time, or from time to time, to execute and deliver any and
      all
      documents and instruments and to do all acts and things which the Agent deems
      necessary to protect, preserve and realize upon the Collateral and the Security
      Interests granted therein in order to effect the intent of this Agreement and
      the Debentures all as fully and effectually as the Debtors might or could do;
      and each Debtor hereby ratifies all that said attorney shall lawfully do or
      cause to be done by virtue hereof.  This power of attorney is coupled
      with an interest and shall be irrevocable for the term of this Agreement and
      thereafter as long as any of the Obligations shall be
      outstanding.  The designation set forth herein shall be deemed to
      amend and supersede any inconsistent provision in the Organizational Documents
      or other documents or agreements to which any Debtor is subject or to which
      any
      Debtor is a party.  Without limiting the generality of the foregoing,
      after the occurrence and during the continuance of an Event of Default, each
      Secured Party is specifically authorized to execute and file any applications
      for or instruments of transfer and assignment of any patents, trademarks,
      copyrights or other Intellectual Property with the United States Patent and
      Trademark Office and the United States Copyright Office.

     

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


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    (c)           Each
      Debtor hereby irrevocably appoints the Agent as such Debtor’s attorney-in-fact,
      with full authority in the place and instead of such Debtor and in the name
      of
      such Debtor, from time to time in the Agent’s discretion, to take any action and
      to execute any instrument which the Agent may deem necessary or advisable to
      accomplish the purposes of this Agreement, including the filing, in its sole
      discretion, of one or more financing or continuation statements and amendments
      thereto, relative to any of the Collateral without the signature of such Debtor
      where permitted by law, which financing statements may (but need not) describe
      the Collateral as “all assets” or “all personal property” or words of like
      import, and ratifies all such actions taken by the Agent.  This power
      of attorney is coupled with an interest and shall be irrevocable for the term
      of
      this Agreement and thereafter as long as any of the Obligations shall be
      outstanding.

    


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

    


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

    


    18.           Appointment
      of Agent. The
      Secured Parties hereby appoint [_____ to act as their agent (“[_____” or “Agent”)
      for purposes
      of exercising any and all rights and remedies of the Secured Parties hereunder.
      Such appointment shall continue until revoked in writing by a Majority in
      Interest, at which time a Majority in Interest shall appoint a new Agent,
      provided that [_____ may not be removed as Agent unless [______ shall
      then hold less than $_____ in principal amount of Debentures; provided, further,
      that such
      removal may occur only if each of the other Secured Parties shall then hold
      not
      less than an aggregate of $______ in principal amount of
      Debentures.  The Agent shall have the rights, responsibilities and
      immunities set forth in Annex B
      hereto.

     

    19.           Miscellaneous.

    


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


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

    


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

    


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


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

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

    


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

    


    [SIGNATURE
      PAGES FOLLOW]

    


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Security Agreement to
      be duly executed on the day and year first above written.

    


    


    
      	
              UVUMOBILE,
                INC.

            	 
	 	 
	 	 
	
              By: 
                

            	
               

            	 
	 	
              Name: 
                William
                J. Loughman

            	 
	 	
              Title: 
                Chief
                Executive Officer

            	 
	 	 
	 	 
	
              OVT,
                INC.

            	 
	 	 
	 	 
	
              By: 
                

            	
               

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    
 

    [SIGNATURE
      PAGE OF HOLDERS FOLLOWS]


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    [SIGNATURE
      PAGE OF HOLDERS]

     

    Name
      of
      Investing Entity: __________________________

     

    Signature
      of Authorized Signatory of
      Investing entity: _________________________

     

    Name
      of
      Authorized Signatory: _________________________

     

    Title
      of
      Authorized Signatory: __________________________

    

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      A

    


    


    Principal
      Place of Business of Debtors: 2160 Satellite Boulevard, Suite 130, Duluth,
      GA 30097

     

    Locations
      Where Collateral is Located or Stored: 2160 Satellite Boulevard, Suite 130,
      Duluth, GA 30097

    


    The
      premises described above are leased, not owned.

    


    


    SCHEDULE
      B

    Claims
      and Security Interests against Collateral

    


    None,
      other than Permitted Liens

    


    


    SCHEDULE
      C

    Filing
      Jurisdictions

    


    Georgia

    


    


    SCHEDULE
      D

    Legal
      Names and Organizational Identification Numbers

    


    UVUMobile,
      Inc. (incorporated in Delaware) – FEIN:  91-1962104

    


    OVT,
      Inc.
      (incorporated in Georgia) – FEIN:  58-2569595

    


    


    SCHEDULE
      E

    Names;
      Mergers and Acquisitions

    


    UVU
      Mobile, Inc. was formerly known as SmartVideo Technologies, Inc.

    

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

    

     

    SCHEDULE
      F

    Intellectual
      Property

    


     (1)           Patent
      Applications: 

    
      	
               

            	
              ·

            	
              11/520,488
                – Interactive Digital Media
                Services

            


    

    
      	
               

            	
              ·

            	
              PCT/US07/00965
                – Interactive Digital Media
                Services

            


    

    
      	
               

            	
              ·

            	
              11/705,948
                – Interactive Digital Media
                Services

            


    

    


    (2)           Trademarks:

    
      	
               

            	
              ·

            	
              Mobilecasting
                (voluntarily suspended to wait out prior pending mark – preserved right to
                pursue)

            


    

    
      	
               

            	
              ·

            	
              uVuRadio  
                (Notice of Allowance pending)

            


    

    
      	
               

            	
              ·

            	
              uVuMobile
                (Notice of Allowance pending)

            


    

    
      	
               

            	
              ·

            	
              smarTVideo
                (voluntarily suspended to wait out prior pending mark – preserved right to
                pursue)

            


    

    


    (3)           Other
      Intellectual Property: 

    


    uVuMobile
      is licensing their Mobile Media platform that delivers audio and video to mobile
      phones, PDAs, Laptops and PCs.  This includes content management, encoding,
      streaming and reporting for Live, Simulated Live and Video on Demand.  The
      platform supports the following mobile OS: J2ME, Symbian, Windows Mobile and
      Palm as long as the handsets have the capability of receiving HTTP or RTSP
      streams delivered in 3GPP or WMV format.

    


    The
      components that make up the platform are as follows:

    Application
      Server – Controls the ingestion of the content.

    Web
      Server – Interface to content management and administration, mobile and PC
      interfaces, usage logging and web services for partner integration.

    Database
      Server

    Media/Video
      Server – streams audio and video to platforms

    Encoding
      server – encodes live content

    Transcoding
      server – transcodes video on demand content

    Linear
      Video server – Mantis – takes video on demand and turns it into a scheduled
      linear channel.

    


    The
      platform also supports: 

    Multiple
      Billing Services:

     Credit
      card

     Carrier
      direct bill

     Carrier
      pSMS

     3rd
      party

    


    Advertising
      Support:

     Ad
      serving in streams (pre roll, post roll)


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      G

    Governmental
      Account Debtors

    


    None

    


    


    SCHEDULE
      H

    Pledged
      Securities

    


    Securities
      of OVT, Inc., a wholly owned subsidiary of UVUMobile, Inc. [PLEASE PROVIDE
      CERTIFICATE AND SHARE NUMBERS]

    


    


    SCHEDULE
      I

    Infringement
      Claims

    


    On
      April
      18, 2007, MobiTV, Inc. (“MobiTV”) filed a lawsuit in the United States District
      Court, District of Massachusetts (Case No. 1:07-cv-10755-RGS) against Jeremy
      De
      Bonet (“De Bonet”), Skyward Mobile LLC (“Skyward”), and the Company in which
      MobiTV alleges that the Defendants have (a) infringed MobiTV's United States
      Patent No. 7,073,178 (“the `178 patent”) entitled “Method and System of
      Performing Transactions Using Shared Resources and Different Applications”; (b)
      infringed MobiTV's copyright in software programs entitled “Mobi Radio Encoder”,
“Mobi Radio 1 Client” and “Far Reach”; (c) misappropriated trade secrets; and
      (d) unfairly competed. MobiTV makes further claims against De Bonet individually
      for Breach of Contract and Breach of Fiduciary Duty. MobiTV's claims relate
      to,
      among other things, the departure of De Bonet from MobiTV in January 2006;
      his
      subsequent formation of Skyward in March 2006; and the joint development of
      software by Skyward and the Company known as uVuRadioTM and MobilecastingTM. This
      matter has been settled as further described in Note 7 – Commitments and
      Contingencies in the Form 10-Q filed by the Company for the quarter ended
      September 30, 2007.  

    


    On
      November 6, 2007, the Company filed a demand for arbitration against DeBonet
      and
      Skyward alleging breach of contract, misappropriation of trade secrets,
      conversion and deceptive trade practices and unfair competition under the
      statutory and common law of the State of Delaware arising, in part, out of
      DeBonet/Skyward’s failure to perform their obligations under a technology
      development agreement between the Company and DeBonet/Skyward.  This matter
      is more fully described in Note 7 – Commitments and Contingencies in the Form
      10-Q filed by the Company for the quarter ended September 30, 2007.

    

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      



    ANNEX
      A

    to

    SECURITY

    AGREEMENT

    


    FORM
      OF ADDITIONAL DEBTOR
      JOINDER

    


    Security
      Agreement dated as of December ___, 2007 made by

    uVuMobile,
      Inc.

    and
      its
      subsidiaries party thereto from time to time, as Debtors

    to
      and in
      favor of

    the
      Secured Parties identified therein (the “Security
      Agreement”)

    


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

    


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

    


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

    


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

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

    


    
      	 	
              [Name
                of Additional Debtor]

            
	 	 
	 	
              By:

            
	 	 
	 	
              Name:

            
	 	
              Title:

            
	 	 
	 	
              Address:

            


    

     

     

    Dated:

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ANNEX
      B

    to

    SECURITY

    AGREEMENT

    


    THE
      AGENT

    


               1.  Appointment. The
      Secured Parties
      (all capitalized terms used herein and not otherwise defined shall have the
      respective meanings provided in the Security Agreement to which this Annex
      B is
      attached (the "Agreement")), by
      their acceptance of the benefits of the Agreement, hereby designate [_____
      (“[_____” or
“Agent”) as
      the
      Agent to act as specified herein and in the Agreement.  Each Secured
      Party shall be deemed irrevocably to authorize the Agent to take such action
      on
      its behalf under the provisions of the Agreement and any other Transaction
      Document (as such term is defined in the Debentures) and to exercise such powers
      and to perform such duties hereunder and thereunder as are specifically
      delegated to or required of the Agent by the terms hereof and thereof and such
      other powers as are reasonably incidental thereto.  The Agent may
      perform any of its duties hereunder by or through its agents or
      employees.

    


               2.
       Nature of
      Duties.  The Agent
      shall
      have no duties or responsibilities except those expressly set forth in the
      Agreement.  Neither the Agent nor any of its partners, members,
      shareholders, officers, directors, employees or agents shall be liable for
      any
      action taken or omitted by it as such under the Agreement or hereunder or in
      connection herewith or therewith, be responsible for the consequence of any
      oversight or error of judgment or answerable for any loss, unless caused solely
      by its or their gross negligence or willful misconduct as determined by a final
      judgment (not subject to further appeal) of a court of competent
      jurisdiction.  The duties of the Agent shall be mechanical and
      administrative in nature; the Agent shall not have by reason of the Agreement
      or
      any other Transaction Document a fiduciary relationship in respect of any
      Debtor or any Secured Party; and nothing in the Agreement or any other
      Transaction Document, expressed or implied, is intended to or shall be so
      construed as to impose upon the Agent any obligations in respect of the
      Agreement or any other Transaction Document except as expressly set forth herein
      and therein.

    


               3.
       Lack of Reliance on the
      Agent.  Independently and without reliance upon the Agent, each
      Secured Party, to the extent it deems appropriate, has made and shall continue
      to make (i) its own independent investigation of the financial condition and
      affairs of the Company and its subsidiaries in connection with such Secured
      Party’s investment in the Debtors, the creation and continuance of the
      Obligations, the transactions contemplated by the Transaction Documents,
      and the taking or not taking of any action in connection therewith, and (ii)
      its
      own appraisal of the creditworthiness of the Company and its subsidiaries,
      and
      of the value of the Collateral from time to time, and the Agent shall have
      no
      duty or responsibility, either initially or on a continuing basis, to provide
      any Secured Party with any credit, market or other information with respect
      thereto, whether coming into its possession before any Obligations are incurred
      or at any time or times thereafter.  The Agent shall not be
      responsible to the Debtors or any Secured Party for any recitals, statements,
      information, representations or warranties herein or in any document,
      certificate or other writing delivered in connection herewith, or for the
      execution, effectiveness, genuineness, validity, enforceability, perfection,
      collectibility, priority or sufficiency of the Agreement or any other
      Transaction Document, or for the financial condition of the Debtors or the
      value
      of any of the Collateral, or be required to make any inquiry concerning either
      the performance or observance of any of the terms, provisions or conditions
      of
      the Agreement or any other Transaction Document, or the financial condition
      of
      the Debtors, or the value of any of the Collateral, or the existence or possible
      existence of any default or Event of Default under the Agreement, the Debentures
      or any of the other Transaction Documents.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


               4.
       Certain Rights of the
      Agent.  The Agent shall have the right to take any action with
      respect to the Collateral, on behalf of all of the Secured
      Parties.  To the extent practical, the Agent shall request
      instructions from the Secured Parties with respect to any material act or action
      (including failure to act) in connection with the Agreement or any other
      Transaction Document, and shall be entitled to act or refrain from acting in
      accordance with the instructions of Secured Parties holding a majority in
      principal amount of Debentures (based on then-outstanding principal amounts
      of
      Debentures at the time of any such determination); if such instructions are
      not
      provided despite the Agent’s request therefor, the Agent shall be entitled to
      refrain from such act or taking such action, and if such action is taken, shall
      be entitled to appropriate indemnification from the Secured Parties in respect
      of actions to be taken by the Agent; and the Agent shall not incur liability
      to
      any person or entity by reason of so refraining.  Without limiting the
      foregoing, (a) no Secured Party shall have any right of action whatsoever
      against the Agent as a result of the Agent acting or refraining from acting
      hereunder in accordance with the terms of the Agreement or any other Transaction
      Document, and the Debtors shall have no right to question or challenge the
      authority of, or the instructions given to, the Agent pursuant to the foregoing
      and (b) the Agent shall not be required to take any action which the Agent
      believes (i) could reasonably be expected to expose it to personal liability
      or
      (ii) is contrary to this Agreement, the Transaction Documents or applicable
      law.

    


               5.  Reliance.  The
      Agent
      shall be entitled to rely, and shall be fully protected in relying, upon any
      writing, resolution, notice, statement, certificate, telex, teletype or
      telecopier message, cablegram, radiogram, order or other document or telephone
      message signed, sent or made by the proper person or entity, and, with respect
      to all legal matters pertaining to the Agreement and the other Transaction
      Documents and its duties thereunder, upon advice of counsel selected by it
      and upon all other matters pertaining to this Agreement and the other
      Transaction Documents and its duties thereunder, upon advice of other experts
      selected by it. Anything to the contrary notwithstanding, the Agent shall
      have no obligation whatsoever to any Secured Party to assure that the Collateral
      exists or is owned by the Debtors or is cared for, protected or insured or
      that
      the liens granted pursuant to the Agreement have been properly or sufficiently
      or lawfully created, perfected, or enforced or are entitled to any particular
      priority.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


               6.  Indemnification.  To
      the extent
      that the Agent is not reimbursed and indemnified by the Debtors, the Secured
      Parties will jointly and severally reimburse and indemnify the Agent, in
      proportion to their initially purchased respective principal amounts of
      Debentures, from and against any and all liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind or nature whatsoever which may be imposed on, incurred by or
      asserted against the Agent in performing its duties hereunder or under the
      Agreement or any other Transaction Document, or in any way relating to or
      arising out of the Agreement or any other Transaction Document except for those
      determined by a final judgment (not subject to further appeal) of a court of
      competent jurisdiction to have resulted solely from the Agent's own gross
      negligence or willful misconduct.  Prior to taking any action
      hereunder as Agent, the Agent may require each Secured Party to deposit with
      it
      sufficient sums as it determines in good faith is necessary to protect the
      Agent
      for costs and expenses associated with taking such action.

     

    7.  Resignation
      by the Agent.

    


    (a)
        The Agent may resign from the performance of all its functions and
      duties under the Agreement and the other Transaction Documents at any time
      by
      giving 30 days' prior written notice (as provided in the Agreement) to the
      Debtors and the Secured Parties.  Such resignation shall take effect
      upon the appointment of a successor Agent pursuant to clauses (b) and (c)
      below.

    


    (b) 
       Upon any such notice of resignation, the Secured Parties, acting by
      a Majority in Interest, shall appoint a successor Agent
      hereunder.

    


    (c) 
        If a successor Agent shall not have been so appointed within said
      30-day period, the Agent shall then appoint a successor Agent who shall serve
      as
      Agent until such time, if any, as the Secured Parties appoint a successor Agent
      as provided above.  If a successor Agent has not been appointed within
      such 30-day period, the Agent may petition any court of competent jurisdiction
      or may interplead the Debtors and the Secured Parties in a proceeding for the
      appointment of a successor Agent, and all fees, including, but not limited
      to,
      extraordinary fees associated with the filing of interpleader and expenses
      associated therewith, shall be payable by the Debtors on demand.

    


               8.  Rights
      with respect to
      Collateral.  Each Secured
      Party agrees with all other Secured Parties and the Agent (i) that it shall
      not,
      and shall not attempt to, exercise any rights with respect to its security
      interest in the Collateral, whether pursuant to any other agreement or otherwise
      (other than pursuant to this Agreement), or take or institute any action against
      the Agent or any of the other Secured Parties in respect of the Collateral
      or
      its rights hereunder (other than any such action arising from the breach of
      this
      Agreement) and (ii) that such Secured Party has no other rights with respect
      to
      the Collateral other than as set forth in this Agreement and the other
      Transaction Documents. Upon the acceptance of any appointment as Agent
      hereunder by a successor Agent, such successor Agent shall thereupon succeed
      to
      and become vested with all the rights, powers, privileges and duties of the
      retiring Agent and the retiring Agent shall be discharged from its duties and
      obligations under the Agreement.  After any retiring Agent’s resignation or
      removal hereunder as Agent, the provisions of the Agreement including this
      Annex
      B shall inure to its benefit as to any actions taken or omitted to be taken
      by
      it while it was Agent.